GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Internal bylaws of the Board

3.1.1.9

3.1.2.1

Audit and Risk Management

of Directors The Boardof Directorsadopteda set of internal bylawsdesignedto specify its operatingmethods, to supplementthe Company’slegal, regulatory and statutory provisions and to spell out the rights and obligations of the Board members. The internal bylaws adopted by the Board of Directors on 7 June 2018 include in particular provisions on: the operationof the Board of Directors,specifyingits mission, its ❯ support on study committees, the status of Independent Director, and the use of periodic evaluation of its mode of operation; the Director’s rights with regard to information and training, but ❯ also the Director’s obligations as regards the duty of confidentiality and the treatment of inside information in the context of preventing the risk of insider trading, given that Groupama Assurances Mutuelles makes public offerings; the powers of the Executive Management in the effective ❯ managementof the central body of the networkmade up of the Group’s reinsurance mutuals; the composition, organisation, and responsibilities of the ❯ committees of the Board of Directors. During that meeting, the Board of Directors decided, following the conversion, to replace the AgreementsCommittee, whose purpose was related to the presence of minority shareholders, with a Strategy Committee. The text of the internal bylaws is reproduced in full in chapter 8, section 8.1.3. Pursuant to the provisions of the bylaws, the Board of Directors decided in 2005 to establish committees called to deliberate on issues submittedby the Board or its Chairman for review. As such, under the internal bylaws of the Board of Directors, the Board shall be assisted by technical committees in the performance of its responsibilities. The committees of the Board of Directors have no power themselves and their responsibilities neither reduce nor limit the powers of the Board. They are responsible for enlightening the Board of Directors in certain areas. It is up to the committees to report the findings of their work to the Board of Directors in the form of minutes, proposals, information, or recommendations. Since 7 June 2018, these committees are as follows: Audit and Risk Management Committee; ❯ Compensation and Appointments Committee; ❯ Strategy Committee. ❯ The provisionsrelating to the organisationand operationof each of these committees are attached to the internal bylaws (chapter 8, section 8.1.3). As with the Board of Directors, the committeesmet remotely from March 2020. COMMITTEES OF THE BOARD 3.1.2 OF DIRECTORS

Committee

Membership (a) In 2020, the Audit and Risk ManagementCommitteewas made up of 5 members appointed by the Board of Directors, including: 3 Directors representing the member mutuals: ❯ Jérôme Moy (Chairman of the Groupama Loire Bretagne ■ regional mutual) since 13 May 2020, when he replaced Jean-Pierre Constant (Chairman of the Groupama Méditerranée regional mutual); Jean-Louis Pivard, Chairman of the Groupama Rhône-Alpes ■ Auvergne regional mutual; and François Schmitt, Chairman of the Groupama Grand Est ■ regional mutual; 2 Independent Directors: ❯ Caroline Grégoire Sainte Marie; and ■ Elie Harari since 1 July, replacing Bruno Rostain. ■ The Audit and Risk Management Committee is chaired by an Independent Director, Bruno Rostain, then Elie Harari beginning 28 August 2020. Note that the CEO of Groupama Assurances Mutuelles does not participate in the work of the Audit and Risk Management Committee unless specifically invited. This CEO is represented by the Deputy CEO for Finance, Actuarial Services, Audit, and Risk Management as an effective Manager. The General Secretary services as a liaison and coordinator between the Senior Management and the Directors and is also the secretary of the committee, supported by the Head of Legal. Depending on the topics, the Director of accounting,the Director of investments,and the heads of key functions (Director of audits, Director of actuarial services, Director of compliance,and Director of risk management) also participate in the committee meetings. Responsibilities (b) The main responsibilities of the Audit and Risk Management Committee, which are included in the internal bylaws of the Board of Directors of Groupama AssuranceMs utuelles, are listed below: examining the combined/consolidated/parent company draft ❯ half-annual and annual financial statements as well as the references and scope of consolidation; ensuring that the internal data collectionand control procedures ❯ guarantee the quality and reliability of thCeompany’s accounts; reviewing the performance of the statutory auditors’ ❯ responsibilities and the amount of fees paid to them and ensuring compliance with the rules guaranteeing their independence; reviewing the financial investment policy and assets/liabilities ❯ management; reviewing the forecasts in advance and monitoring their ❯ achievement; overseeing the risk management and internal control policy, ❯ procedures, and systems; reviewing the regulatory reports (ORSA, RSR, SFCR, actuarial ❯ function report);

48 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES