GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

the actuarial function report; ■ the revision of certain written policies subject to the approval ■ of the Board of Directors; the monitoring of Group’s risk tolerance dashboard; ■ it examinedthe semi-annualreportson major litigationunder way ❯ within the Group and the report on internal control of the Company’s plan against money laundering and terrorist financing; it reviewed the 2020 reinsurancepolicy as well as the prospects ❯ for renewing the external reinsurance programme for 2021 and was consulted on the adjustment of the General Reinsurance Regulations between the Company and the regional mutuals; it reviewed the off-balance-sheet commitments of Groupama ❯ Assurances Mutuelles. Follow-up of the statutory auditors’ responsibilities the committee reviewed the budget for statutory auditors’ fees ❯ with respect to fiscal year 2019; the statutory auditors presented to the committee their ❯ 2020 strategicaudit plan, which describes their responsibilities, the areas of particular attention, and their audit approach in response to the identified risks; it is further noted that at every meeting, the committeeheard the ❯ statutory auditors without the management being present. Follow-up on certain financial transactions or projects the committeewas informedof the audits conductedby various ❯ authorities and reviewed the draft responses or the action plan monitoring; as is the case every year, the committeewas informedabout the ❯ authorisation to use forward financial instruments (FFI) to hedge the portfolio against equity, property, and currency risks and the renewal of the annual authorisation given to the Senior Management regarding endorsements, securities, and guarantees. Finally, the committee also defined its programme of work. Membership (a) The Compensation and Appointments Committee is made up of 4 members, including: 3 Directors representing the regional mutuals: ❯ Daniel Collay, Chairman of the Groupama Paris Val de Loire ■ regional mutual, Jean-Pierre Constant, Chairman of the Groupama ■ Méditerranée regional mutual, these two Directors having replaced Marie-Ange Dubost and Michel L’Hostis, Walter Guintard,Chairmanof the GroupamaCentre-Atlantique ■ regional mutual; 1 Independent Director: Caroline Grégoire Sainte Marie, ❯ Chairman of the committee. Compensation and Appointments 3.1.2.2 Committee

reviewing the Group’s main risks and its solvency situation; ❯ reviewing the projected audit plan and the monitoring of the ❯ implementation of the audit recommendations; examining any amendments to the reinsurance agreement, ❯ regulated agreements, and the financing of major programmes. Activity in 2020 (c) In 2020, the Audit and Risk ManagementCommitteemet six times: 4 March, 31 March, 6 May, 28 August, 13 October, and 8 December. The participation rate was 96.7%. In 2020, the Audit and Risk Management Committee focused its work on the following main topics: Review of the Group’s financial position over the course of two meetings, the committee reviewed the ❯ asset managementpolicy lookingback on 2020 as well as ahead to fiscal year 2021; this enabled it in particular to monitor the implementation of the Group’s investment policy in an environment of continued low interest rates; it reviewed Groupama’s 2020 projectedcombined results, the ❯ 2021 budget, and the Group’s operational strategy planning for 2022-2023; it was informed of the proposed issuance of first-demand ❯ guarantees by Groupama Assurances Mutuelles. Legal monitoring of annual and half-year financial statements the Audit and Risk ManagementCommittee reviewed the 2019 ❯ combined, consolidated,and individual financial statements, the 2020 half-year combinedand consolidated financial statements, and the Solvency 2 results; it also devoted two meetings during the year specifically to a ❯ review of the principles, rules, and options adopted for the closure of the annual and half-year financial statements; it gave its opinion on draft press releases relating to the annual ❯ and half-year financial statements and was consulted on the draft 2019 registration document without the financial statements, which was filed with the Autorité des Marchés Financiers (AMF) on 28 April 2020 under number D.19-0370; a progress report on the Group’s preparation for the future ❯ IFRS 17 and the IFRS 9 project was presented to the Group. Monitoring of risks and solvency the committee reviewed the Group’s major risks as of ❯ 31 December 2019 and 30 June 2020; it regularly reviewedthe executionof the audit plan as well as the ❯ implementation of the audit recommendationsand the draft 2021 audit plan; the committeedevotedseveralmeetingsto subjects fallingwithin ❯ the Solvency 2 prudential framework during which the following were presentedto it, dependingon the case, for an opinionor for information: the entity and Group 2020 ORSA reports sent to the ACPR; ■ the Solvency and Financial Condition report (SFCR) and the ■ Regular Supervisory report (RSR) of the entity and the Groupama group;

49 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES