GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

it finalised the Chief Executive Officer’s variable compensation ❯ system for the 2020 fiscal year and the 2020-2022 multi-year performanceplan and proposed the elements to build the 2021 variable compensation system. Selection of a new Independent Director the committee selected and recruited a new Independent ❯ Director, Chairman of the Audit and Risk Management Committee. Verification of independence The committee verified the independent status of the outside ❯ Directors of the Board of Directorswith regard to the criteria set out in the AFEP-MEDEFCorporateGovernanceCode, included in the internal bylaws. Training of Directors the committeeproposed a training programmefor 2020 and put ❯ forward a proposal for subject areas likely to be adopted for 2021. Operating methods of the Board of Directors and committees and changes in governance the committee reviewed the results of the assessment of the ❯ operating method of the Board and the committees for fiscal year 2019; it reviewedthe draft questionnaireon the assessmentof the work ❯ of the Board and the committees for fiscal year 2020; it reviewed the application of the AFEP-MEDEF ❯ recommendations on corporate governance and Directors’ compensationon the reading of benchmarks established on a set of insurancecompaniesin France and Europe in comparable functions. Miscellaneous the committee was informed of the arrangements for talent ❯ management in the Group; it reviewed the Group’s CSR policy; ❯ it reviewed the compensation of the members of the Senior ❯ Management Committee; it reviewed the 2019 equity ratios; ❯ the committee also defined its programme of work for fiscal ❯ year 2021. Strategy Committee 3.1.2.3 Membership (a) The Strategy Committee is made up of 4 members, including: two Directors representing the member mutuals: ❯ Laurent Poupart, Chairman of the Groupama Nord-Est ■ regional mutual, Sylvie Le Dilly (Chairman of the Groupama Centre Manche ■ regional mutual), since 1 July 2020, replacing Daniel Collay (Chairman of the Groupama Paris Val de Loire regional mutual); and two Independent Directors: Isabelle Bordry and Ada Di Marzo. ❯ Isabelle Bordry, an IndependentDirector,serves as the Chairmanof the Strategy Committee.

The Chairmanof Groupama AssurancesMutuellesand the CEO do not participate in the committee’swork. The General Secretary of Groupama Assurances Mutuelles, who performs the duties of secretary of the committee, provides ongoing assistance in the committee’s work. Responsibilities (b) The responsibilities of the Compensation and Appointments Committee,which are included in the internal bylaws of the Board of Directors of Groupama AssuranceMs utuelles, are listed below: propose to the Board of Directors any matters relating to the ❯ personal status of the corporate secretaries, specifically compensation,pensions, as well as provisions for the departure of members of the Company’s management bodies; make any proposals relating to the compensationof corporate ❯ officers; define the rules for setting the variable portion of the ❯ compensation of Corporate Secretaries and ensure the consistency of these rules with the annual assessment of the performance of the CorporateSecretariesand with the Group’s medium-term strategies; evaluate all compensationand benefits receivedby Directors, as ❯ applicable, from other companies of the Group, including retirement benefits and benefits of any kind; organise a procedureto select future IndependentDirectorsand ❯ to perform its own studies on potential candidates before any measure has been taken with regard to them; verify each year the individual status of each Director other than ❯ Directors representing member mutuals or employees with regard to the status of Independent Director and communicate the conclusions of its examination to the Board of Directors; perform tasks involving evaluation of the Board of Directors’ ❯ operating methodsannuallyand to communicatethe conclusions of these tasks to the Board of Directors. Activity in 2020 (c) During the 2020 fiscal year, the Compensationand Appointments Committeemet on five occasions: 5 March, 22 April, 26 June, 15 October, and 8 December. Each time, the committeepresented a report on its activities to the Board of Directors. In 2020, the work of the committee focused on the followingmain topics: Status and compensation of corporate officers the committee proposed a review of the variable compensation ❯ for 2019 for the Chief ExecutiveOfficer and examinedthe results of the 2017–2019 multi-year performance plan; it reviewed the drafts of the universal registrationdocument, the ❯ 2019 management report of Groupama Assurances Mutuelles relating to the compensationof Directors and corporateofficers, and the corporate governance report as well as the 2020 compensationcomponentsto be submitted to the delegates for a vote; it examinedthe compensationsystems for the Chairman andthe ❯ Chief Executive Officer for the 2020 fiscal year;

50 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES