GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

In 2020, the Board deliberated mainly on the following issues: the individual, consolidated, and combined annual financial ❯ statementsand the consolidatedand combined interim financial statements as well as the various reports and documents required by the regulations (report on internal control of measures to fight money laundering and terrorist financing) and particularly those required within the Solvency 2 prudential framework(SCR and MCR coverage ratios, group and individual ORSA, SFCR, and RCR reports, actuarial function reports); amendments to the General Reinsurance Regulations with the ❯ regional mutuals and the agreement on security and solidarity plans; prospects for renewal external reinsurance protection; ❯ the provisional audit plan for 2021; ❯ the updating of written policies; ❯ governance, with: ❯ the internal assessment of the functioning of the Board of ■ Directors, the compensation of Managers and corporate officers; ■ the financing of major programmes for 2021; ❯ the disclosures on gender equality; ❯ the updatingof the Company’sstrategicplan in accordancewith ❯ the job security law. Lastly, the Board of Directors acknowledged the work of the Board’s three committees and reviewed certain matters for information purposes, mainly including: the performance indicators for the Group’s businesses and ❯ particularly the key management indicators; the implementationof the Group’s strategy and its changes in ❯ the context of the health crisis; the combined results forecasts for 2020, the 2021 budget, and ❯ the forecasts for 2022 to 2023; the half-year review of the balance sheet and the guidelines for ❯ the asset management policy; with respect to risk management:mainly the Group’smajor risks ❯ and its risk tolerance; updates on the subsidiaries or partnership agreements: ❯ the review of and guidelines for the human resources policy; ❯ the financial environment and regulatory changes. ❯ During the 2020 fiscal year, three training sessionswere organised for Board members: the first on the InsuranceDistributionDirective as well as currency hedging techniques, the second on the accounts of a life insurance company, and the third on the savings/pensions issues of the PACTE law. On the proposal of the Compensation and Appointments Committee, a Board seminar was devoted to corporate social responsibility (CSR). The 2020 financial statements were closed on 11 March 2021 by the Board of Directors,which also prepared the draft management report and its appendices and the text of draft resolutions to be presented to the General Meeting on 17 June 2021. The 2020 financial statements were submitted in advance to the Audit and Risk Management Committee, which reviewed them on 2 March 2021.

the number of Independent Directors represents only 30.8% of ❯ the total number of Directors making up the Board of Directors (excludingDirectorselected by the employees)and not one third, the percentage recommended for companies having a controlling shareholder. However, this proportion is in line with the provisions of Article R. 322-120-3of the French Insurance Code, applicable to the Groupamacentral body, which provides that its Board of Directors must have a number of Independent Directors of at least one quarter of the total number of its Directors, i.e. at least four IndependentDirectors as of this date, and at most one third of this total. This special provision is binding on the Company and represents a regulatory exception to the principle that the Board of Directorsof a mutual insurance company must be composed of members, in this case representatives of member mutuals for Groupama Assurances Mutuelles. Furthermore, as a matter of principle,all the Directorsof a mutual insurance company are completely independent because they do not have any proprietary interests (shares) in the Company. The choice of the minimumproportionprovided for in this article is justified by the Company’s mutual insurer structure and the inherent independence of its Directors; the proportion of independent members within the Audit and ❯ Risk Management Committee is 40% compared with the recommendedminimumof two thirds; this membershipis meant to be more in line with the Company’s structure as a mutual insurer without capital structure,as the electedrepresentativesof the mutual is also inherentlyindependent;note that the Chairman of the Committee is an Independent Director and has proven financial and insurance expertise; the Compensationand AppointmentsCommitteedoes not have ❯ a majority of Independent Directors; its current membership reflects the Company’smutual insurer structure, as the elected Directors of the mutual companyare also inherentlyindependent. This committee was also chaired by an Independent Director. Moreover, the Company did not wish to include a Director representing the employees on the Compensation and Appointments Committee, believing that this body is not the most appropriate for employee expression, which is strongly developed elsewhere within the Group. Lastly, the employment contract of Thierry Martel, Chief Executive Officer, was suspended due to his 21 years of service within the Company as an employee before his appointment. 3.1.1.8 The Board of Directors met 10 times during the 2020 fiscal year (including the Board of Directors seminar in November), remotely for the most part from March 2020 due to the health crisis. The attendancerate of the membersof the Board of Directorswas 98% (compared with 95% in 2019), a continued high rate of Director mobilisation.The Group General Secretary carried out the duties of Secretary of the Board. Work of the Board in 2020

47 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES