GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

3.1.4

VERIFICATION OF THE SITUATION OF OUTSIDE DIRECTORS WITH REGARD TO THE CRITERIA OF INDEPENDENCE ADOPTED BY THE COMPANY, RESULTING FROM THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE AND APPENDED TO THE INTERNAL BYLAWS

Caroline Grégoire

Criteria

Isabelle Bordry Ada Di Marzo

Sainte Marie Bruno Rostain

is not currentlyor has not been over the past five years an n employeeor corporateofficer of the Companyor an employeeor Director of the parent companyor a companythat it consolidates; has not been paid by the Company,in any formwhatsoever,with n the exceptionof Directors’attendancefees, compensationof over one hundredthousandeuros (€100,000)within the past five years; is not a CorporateSecretaryof a company in which the Company n holds, directly or indirectly,the positionof Director or in which an employeedesignatedas such or a CorporateSecretaryof the Company(currentlyor within the past five years) holds the positionof Director; is are not a significantcustomer,supplier, investmentbanker, or n financingbanker of the Companyor its Group, or for which the Companyor its Group representsa significantportion of business activity;

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

he/she has no close family ties to a corporateofficer; n

X

X

X

X

has not been the auditor of the Companyover the previousfive n years;

X

X

X

X

has not been a Director of the Companyfor over twelve years. n

X

X

X

X

3.1.5

MUTUAL INSURANCE ADVISORY BOARD

3.1.6

EXECUTIVE MANAGEMENT

The Chief Executive Officer is responsible for the Company’s Executive Management.

In accordancewith the provisionsof the new bylaws of Groupama Assurances Mutuelles, a Mutual Insurance Advisory Board has been established,responsiblefor defining the general strategies of the mutualinsurance group and overseeing their implementation. Composed of 49 members, this committee brings together five representativesfromeach of the nine membermetropolitanregional mutuals (the Chairman of their Board of Directors as well as four members appointed by them from among the members of their Board of Directors) and one representative from each of the two mutuals of the overseas departments and the two member specialised mutuals (the Chairman of the Board of Directors).

Chief Executive Officer 3.1.6.1 Thierry Martel, the Chief Executive Officer, is vested with the broadestpowersto act on behalf of the Companyunder any and all circumstances. He exercises his authority within the limit of the corporatepurposeand subjectto the authorityexpresslygrantedto General Meetings and the Board of Directors and within the limits set by the bylawsand the Boardof Directors (seesection 3.1.1.6). Thierry Martel is assisted by two Deputy Chief Executive Officers: Fabrice Heyriès, in charge of Human Resources, Finance, Legal Affairs, Auditing, and Risks, and ChristianCochennec,in charge of France Damage and IT activities, since 4 July and 1 October 2015 respectively.

53 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES