GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Steering Committee 3.1.6.2 The Steering Committee develops, proposes, and implements the strategyof GroupamaAssurancesMutuellesin accordancewith the Group’sgeneralstrategiesset by Mutual InsuranceAdvisoryBoard. It runs the French and international subsidiaries. It sets the major prioritiesfor the work of the variousdepartmentsof the companyand monitorsthe implementation of these decisions. The committee is made up of 14 membersas of the end of 2019 and brings together representatives of the major departments of GroupamaAssurancesMutuelles to meet with the Chief Executive Officer. Group Executive Committee 3.1.6.3 The GroupExecutiveCommitteeparticipatesin the preparationand operational monitoring of the Group’s strategy. It implements strategy in the Group and ensures the operational coordinationof all the entities’ business lines. The Group ExecutiveCommitteeis made up of the Chief Executive Officers of the regional mutuals and the Senior Managers of Groupama Assurances Mutuelles. It is chaired by the Company’s Chief Executive Officer. It meets twice each month and may meet more often whenthe situationso requires. There are specialisedOperating Committees (COMOP) – business lines, development,operationalprocesses, informationtechnology, finance, risk/control/compliance audit, human resources and communication – whose members include the appropriate executives from the Group’s entities. They contribute to the preparationof project files for the Group ExecutiveCommitteeand propose steps to be taken on the operational level in accordance with thestrategicguidelines.

As far as the Company is aware, during the past five years: (i) no member of the Company’sBoard of Directorshas been sentenced for fraud (ii) no memberof the Board of Directorshas been involved in any bankruptcyor placed in receivershipor liquidation,and (iii) no official public charges and/or sanctions have been issued against such persons by statutory or regulatory authorities (including by designatedprofessionalagencies). Furthermore,as far as the Companyis aware, no Directorhas been prevented by any court of law from acting as a member of an administrative,management or supervisory body of any issuer or from participating in the management or the conduct of the businessof any issuer in thepast five years. There is no arrangementor agreemententered into with customers or suppliers under which any member of the Board of Directors or of the Company’s Executive Management would have been selected. in the management bodies The company’s general secretariat is responsible for verifying the occurrence of any conflicts of interest between the duties of the personsreferredto in point 3.1and their privateand/or professional interests. Note that the internal bylaws, in their Article 4.2.4, reiterate the Directors’duties of loyalty and the rules for preventionof conflictsof interest. A Director who reports having a conflict of interest on a particular matter shall not attend the deliberationsof the Board of Directors and/or the committeeconcernedwhen this subject is discussed,in accordancewith the provisionsof the internal bylaws. 3.1.7.3 As of the date of filing of this universalregistrationdocument,there were no service agreements binding the members of the Company’s administrative and management bodies or any of its subsidiaries. Conflicts of interest 3.1.7.2 Lack of service agreements

3.1.7

OTHER INFORMATION

Relations within the management bodies As far as the Companyis aware, there are no family ties among the members of the Company’s Board of Directors or among the members of the Executive Management. 3.1.7.1

55 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES