GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Follow-up on certain financial transactions or projects the committeeexaminedthe appropriatenessand the conditions ● for issuing a new subordinated debt and the conditions for redemption of the subordinated redeemable bond issued in 2009; it reviewed various investmentor asset divestmentproposals; ● as is the case every year, the committeewas informedabout the ● renewal of the annual authorisation for the Company to issue bonds, the authorisationto use forward financial instruments to hedge the portfolio against equity, property, and currency risks and the renewal of the annual authorisation given to the Executive Managementregarding endorsements,securities and guarantees. Finally, the committee also defined its programme ofwork. Membership (a) The Compensation and Appointments Committee is made up of 4 members,including: 3 Directors representing the regional mutuals: Marie-Ange ● Dubost, Chairman of the Groupama Centre Manche regional mutual, Walter Guintard, Chairman of the Groupama Centre-Atlantiqueregional mutual to replace Michel Baylet, and Michel L’Hostis, Chairman of the Groupama Loire Bretagne regional mutual; 1 Independent Director: Caroline Grégoire Sainte Marie, ● Chairman of the committee. The Chairmanof GroupamaAssurancesMutuellesand the CEO do not participate in the committee’swork. The General Secretary of Groupama Assurances Mutuelles, who performs the duties of secretary of the committee, provides ongoing assistance in the committee’s work. Responsibilities (b) The responsibilities of the Compensation and Appointments Committee,which are included in the internal bylaws of the Board of Directors of Groupama Assurances Mutuelles, are listed below: propose to the Board of Directors any matters relating to the ● personal status of the corporate secretaries, specifically compensation,pensions, as well as provisions for the departure of members of the company’smanagement bodies; make any proposals relating to the compensationof corporate ● officers; define the rules for setting the variable portion of the ● compensation of Corporate Secretaries and ensure the consistency of these rules with the annual assessment of the performanceof the CorporateSecretariesand with the Group’s medium-termstrategies; Compensation and Appointments 3.1.2.2 Committee

evaluate all compensationand benefits received by directors, as ● applicable, from other companies of the Group, including retirementbenefitsand benefits ofany kind; organise a procedureto select future IndependentDirectorsand ● to perform its own studies on potential candidates before any measure hasbeen taken withregard to them; verify each year the individual status of each Director other than ● Directors representing member mutuals or employees with regard to the status of Independent Director and communicate the conclusions of its examination to the Boardof Directors; perform tasks involving evaluation of the Board of Directors’ ● operatingmethodsannuallyand to communicatethe conclusions of these tasks to theBoardof Directors. Activity in 2019 (c) During fiscal year 2019, the Compensation and Appointments Committeemeet on four occasions: 7 March, 22 May, 8 October, and 4 December.Each time, the committeepresenteda report on its activities to the Board of Directors. The attendance rate was 100%. In 2019, the work of the committeefocused on the followingmain topics: Status and compensation of corporate officers the committee proposed a review of the variable compensation ● for 2018 for the Chief ExecutiveOfficer and examined the result of the second year of the 2017–2019 multi-year performance plan; it reviewed the drafts of the registration document, the 2018 ● managementreport of GroupamaAssurancesMutuelles relating to the compensationof Directorsand corporateofficers, and the corporate governancereport as well as the 2018 compensation componentsto be submittedto the delegates fora vote; it reviewed the measures regarding compensation for the ● Chairman and the CEO for fiscal year 2019, made a proposal regardingthe quantitativeand qualitativeobjectivesfor the CEO’s variable compensation for fiscal year 2020, and proposed the establishment of a new performance plan for 2020–2022; it reviewedthe proposedamendmentto the defined-contribution ● pension plan of the Chairman of Groupama Assurances Mutuelles, allowing him to have a capital exit option. Verification of independence the committee verified the independent status of the outside ● Directors of the Board of Directorswith regard to the criteria set out in the AFEP-MEDEF Code of Corporate Governance, included in theinternalbylaws. Training of Directors the committeeproposeda training programmefor 2019 and put ● forward a proposal for subject areas likely to be adopted for 2020.

50 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES