GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Operating methods of the Board of Directors and committees and changes in governance the committee reviewed the results of the assessment of the ● operating method of the Board and the committees for fiscal year 2018; it reviewedthe draft questionnaireon the assessmentof the work ● of the Boardand the committees for fiscal year 2019; it reviewed the application of the AFEP-MEDEF ● recommendations on corporate governance and Directors’ compensationon the reading of benchmarks established on a set of insurancecompaniesin France and Europe in comparable functions. Miscellaneous the committee was informed of the arrangements for talent ● management in the Group; it reviewed the Group’sCSR policy; ● it also took note of the aspects of the PACTE act relating to the ● committee’s interests; the committee also defined its programme of work for fiscal ● year 2020. Strategy Committee 3.1.2.3 Membership (a) The Strategy Committee ismade upof 4 members,including: two Directors representing the member mutuals: Daniel Collay, ● Chairman of the Groupama Paris Val de Loire regional mutual, and Laurent Poupart, Chairman of the Groupama Nord-Est regional mutual; two IndependentDirectors: Isabelle Bordry and Ada Di Marzo. ● IsabelleBordry,an IndependentDirector,serves as the Chairmanof the Strategy Committee. The Director of Strategy and Partnerships,the General Secretary, who handles the secretarial duties, and the Head of Legal participate aspermanent members of the committee.

Responsibilities (b) The responsibilitiesof the Strategy Committee,which are included in the internal bylaws of the Groupama Assurances Mutuelles Boardof Directors,are listedbelow: review the strategicguidelinesand associatedaction plans of the ● Group and its components as contained in the three-year Strategic and Operational Planning Process; discuss the Group’s longer-term, forward-looking strategic ● guidelineswith regard to the opportunitiesand constraintsof the environment as anticipated by the Group; review, on behalf of the Board of Directors, proposed strategic ● partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives, it being specified that the Chairman of the Audit and Risk Management Committee isinvited to takepart in this work. Activity in 2019 (c) During fiscal year 2019, the Strategy Committeemet five times, on 9 April, 22 May, 17 October, 3 December, and 11 December, including twice in the presence of the Chairman of the Audit and Risk Management Committee. On each occasion, it presented a report on its activities to the Board of Directors. The attendance rate was 95%. During these five meetings, the committee: reviewed the strategic framework for Operational Strategy ● Planning; heard a presentationon connectedfarms (GARIproject); ● conducted an interim review of the conversion of Amaline ● Assurances; conducted an interim review of the Group’s Health, IT, ● Businesses,and BigData strategy; reviewed two proposed international acquisitions and the ● conditions of the proposed transfer to La Banque Postale of Groupama’s 35% stake in La Banque Postale IARD and the extensionof their cooperationin the areas of legal protectionand assistance. Finally, the committee also defined its work programme.

51 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES