GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Membership of the committees 3.1.2.4 Since 28 May2019, the membership of the committees of the Boardof Directors isas follows:

Committee

Members

Bruno Rostain,Chairman n Jean-PierreConstant n CarolineGrégoireSainteMarie n

Audit and Risk ManagementCommittee

Jean-LouisPivard n FrançoisSchmitt n

CarolineGrégoireSainteMarie, Chairman n Marie-AngeDubost n

Compensationand AppointmentsCommittee

Walter Guintard n Michel L’Hostis n

IsabelleBordry, Chairman n Daniel Collay n Ada Di Marzo n Laurent Poupart n

StrategyCommittee

3.1.3

ASSESSMENT OF THE BOARD

In general, all the directors who respondedfelt that the operations of the Board of Directors in 2019 met their expectationsand have has steadily improved in recent years. In particular, the directors indicated that the decision-making method is effective, the discussed topics are in keeping with their expectations and the group’s challenges, and the Board’s compliancewith the rules of corporate governance is good or verygood. The nature and quality of the relations between the Board of Directors and the Executive Managementare highlighted, and the directorsfeel that the Board of Directorsis sufficientlyto completely independent fromthe Executive Management. In addition, certain initiatives implemented by the Executive Management in response to the desired areas of improvement expressed in previous assessments were praised, such as more in-depth examination of certain topics, especially strategy, and more extensive discussions. Almost all the directors felt that the composition of the Board of Directors and the committees is ideally suited, while stressing the need to continueefforts to includewomen in the company’sbodies and approvingthe policyadoptedby the group in this area. The Compensation and Appointments Committee found this assessmentto be very positive and indicated that attention should be givento followingup on decisionstaken. The items requiring attention raised by the directors led to the definition of areas for improvement proposed to the Board of Directorsfor 2020, particularlyaimed at examiningcertain topics in more depth anddefining new training topics.

OF DIRECTORS

Every year since 2005, the Company has assessed the operations of its Board of Directors and committees and, in this framework, contracts for an external assessmentto be carried out every three years, in accordance with the recommendations of the AFEP-MEDEF code. After the external assessment, performed in 2018, the 2019 assessment was carried out internally on the basis of a questionnaire that was validated by the Compensation and Appointments Committee. The results of this assessment were discussed in the Compensationand AppointmentsCommittee meeting of 5 March 2020 and in the meeting of the Board of Directors on 12 March 2020. Every year since 2005, the Company has assessed the operations of its Board of Directors and committees and, in this framework, contracts for an external assessmentto be carried out every three years, in accordance with the recommendations of the AFEP/MEDEF code. After the external assessment,performed at the end of 2018, the 2019 assessment was carried out internally on the basis of a questionnaire that was validated by the Compensation and Appointments Committee. The results of this assessment were then discussedin the Compensationand AppointmentsCommittee meeting of 5 March 2020 and in the meeting of the Board of Directors of 12 March 2020.

52 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES