GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Monitoring of risks and solvency the committee reviewed the Group’s major risks as of ● 31 December 2018and 30 June2019; it regularlyreviewedthe executionof the audit plan as well as the ● implementationof the audit recommendationsand the draft 2020 audit plan; the committeedevotedseveralmeetingsto subjectsfallingwithin ● the Solvency II prudential framework during which the following were presentedto it, dependingon the case, for an opinionor for information: the entity and Group 2019 ORSA reports sent to the ACPR ● and thevalidation ofthe 2020 ORSA stress tests, the Solvency and Financial Condition Report (SFCR) and the ● Regular Supervisory Report (RSR) of the entity and the Groupama group, the actuarial function report, ● the review of the ORSA written policy and the revision of ● certain written policies submittedto the Board of Directors for approval, the Group’srisk tolerance policy; ● the committee was consulted twice about the Group’s ● Preventive RecoveryPlan; the committee was informed of the results of the audit of ● GroupamaAssicurazioniand, on two occasions, the position of this subsidiary; it reviewed the half-year reports on significant litigation in ● progress within the Group, the report on internal control of the Company’s measures to fight money laundering and terrorist financing, and the progress of the Group’s action plan to fight money launderingand terrorist financing; it reviewed the 2019 reinsurancepolicy as well as the prospects ● for renewing the external reinsurance programme for 2020 and was consulted on the adjustment of the General Reinsurance Regulations between the Companyand the regional mutuals; it reviewed the off-balance-sheet commitments of Groupama ● Assurances Mutuelles; it reviewed the progressof the anti-corruption compliance work. ● Follow-up of the statutory auditors’ responsibilities the committee reviewed the budget for statutory auditor’s fees ● with respectto fiscal year 2018; the statutory auditors presented to the committee their ● 2019 strategicaudit plan, which describes their responsibilities, the areas of particular attention, and their audit approach in responseto the identified risks; it is further noted that at every meeting,the committeeheard the ● statutory auditorswithout the management being present.

reviewing the forecasts in advance and monitoring their ● achievement; overseeing the risk management and internal control policy, ● procedures, and systems; reviewing the regulatory reports (ORSA, RSR, SFCR, actuarial ● function report); reviewing the Group’smain risksand its solvencysituation; ● reviewing the projected audit plan and the monitoring of the ● implementation of the audit recommendations; examining any amendments to the reinsurance agreement, ● regulated agreements, and the financingof major programmes. Activity in 2019 (c) In 2019, the Audit and Risk ManagementCommitteemet six times: 6 March, 15 April, 23 May, 27 August, 17 October, and 3 December. The participation rate was 96.7%. In 2019, the Audit and Risk Management Committee focused its work on the followingmain topics: Review of the Group’s financial position over the course of two meetings, the Committee reviewed the ● asset managementpolicy lookingback on 2019 as well as ahead to fiscal year 2020; this enabled it in particular to monitor the implementation of the Group’s investment policy in an environment of continued low interest rates; it reviewed Groupama’s 2019 projectedcombined results, the ● 2020 budget, and the Group’s operationalstrategy planning for 2021–2022; it also reviewed the “TheLink” project; ● it was informed of the proposed issuance of first-demand ● guarantees byGroupama Assurances Mutuelles. Legal monitoring of annual and half-year financial statements the Audit and Risk ManagementCommittee reviewed the 2018 ● combined, consolidated,and individual financial statements,the 2019 half-year combinedand consolidatedfinancial statements, and theSolvency II results; it also devoted two meetings during the year specifically to a ● review of the principles, rules and options adopted for the closure ofthe annualand half-yearfinancialstatements; it gave its opinion on draft press releases relating to the annual ● and half-year financial statements and was consulted on the draft 2018 registration document without the financial statements, which was filed with the Autorité des Marchés Financiers(AMF) on 25 April2019 undernumber D.19-0382; a progress report on the Group’s preparation for the future ● IFRS 17 andthe IFRS 9 project waspresentedto theGroup.

49 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES