GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Related-party transactions

The Group Compliance Policy was revised in 2017 in the light of major regulatorydevelopmentsat the European andnational levels: the InsuranceDistribution Directive (IDD); ● the PRIIPsRegulation; ● the fourthDirectiveon the fight againstmoney launderingand the ● financingof terrorism; the EuropeanGeneralData ProtectionRegulation(GDPR); ●

the law on theduty of duediligence of parentcompanies; ● Sapin 2 law (on modernisation of economic life). ● In 2018, details were providedon the ethics frameworkwithin each Group companybased on the changes in the internalregulationsto which the ethics charter and the code of conduct are now appended. The Policy also incorporates the roles and responsibilitiesof the Key ComplianceVerificationFunctionand the main players at the Group and corporate levels in the handling of ethics alerts.

3.5

RELATED-PARTY TRANSACTIONS

Related-party transactions are presented in Note 46 on related-party transactions to the consolidated financial statements for fiscal year 2019,audited bythe statutory auditors.

3.6

MAJOR CONTRACTS

Over the past two years, other than during the normal course of business, Groupama Assurances Mutuelles and its subsidiaries have not entered into any major agreementswith third parties that would confer a major obligationor commitmenton the entire Group consisting of Groupama Assurances Mutuelles and its subsidiaries.

On the other hand, major agreementsbind GroupamaAssurances Mutuelles, its subsidiaries and the regional Groupama mutuals in the context of their business relations. These agreements are described in section 2 of Note 46 of the consolidated financial statements.

3.7

FEES OF THE STATUTORY AUDITORS

The table of the statutoryauditors'fees is detailed in Note 50 to the consolidated financial statements, chapter 7 of this Universal Registration Document. In 2019, like in 2018, the statutory auditors also performed a number of tasks that are directly related to the statutory auditing service butdo notdirectly fall underthe scope of legal auditasks.

These tasks representedan overall budget of 1,426 thousands of euros in 2019. In France, they are related primarily to due diligence related to the review of societal and environmentalinformation, to Solvency 2regulatoryreporting andsystemmigration. Internationally,services concerned additional work provided for by local legislations.

65 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES