GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

ASSESSMENT OF THE BOARD

3.1.3

The quality of the relationsbetweenthe Board of Directorsand the Chief ExecutiveOfficer was highlighted,and the Directors felt that the Board of Directors is “sufficiently independent”to “completely independent” from the CEO. All the Directors believed that the composition of the Board and the committees is perfectly suited to carry out their duties. Generally speaking, the operation of the Board of Directors was considered satisfactory, despite sometimes having packed agendas, and the majority of Directors believed that the Board plays its role in all its areas of competence. The items requiring attention raised by the Directors allowed the Compensationand AppointmentsCommittee to define areas for improvement,which were proposed to the Board of Directors for 2021, particularlyaimed at examiningcertain topics in more depth and reducing the impact of packed agendas.

OF DIRECTORS

Every year since 2005, the Companyhas assessedthe operations of its Board of Directors and committees and, in this framework, contracts for an external assessmentto be carried out every three years, in accordance with the recommendations of the AFEP-MEDEF Code. After the external assessment,performedat the end of 2018, the 2020 assessment was carried out internally on the basis of a questionnaire validated by the Compensation and Appointments Committee.The results of this assessmentwere then discussedin the Compensation and Appointments Committee meeting of 5 March 2021 and in the meeting of the Board of Directors of 11 March 2021. With regard to the 2020 assessment,a majority of the responding Directors felt that the Board of Directors continuedto operate in a stable manner despite meeting remotely. In particular, the discussedtopics continue to be in keepingwith their expectations and the Group’s challenges,and the Board’s compliancewith the rules of corporate governance is “good” or “very good”.

3.1.4

VERIFICATION OF THE SITUATION OF OUTSIDE DIRECTORS WITH REGARD TO THE CRITERIA OF INDEPENDENCE ADOPTED BY THE COMPANY, RESULTING FROM THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE AND APPENDED TO THE INTERNAL BYLAWS

Caroline Grégoire Sainte Marie

Criteria

Isabelle Bordry Ada Di Marzo

Elie Harari

is not currently or has not been over the past five years aenmployee or ❯ corporate officer of the Company or an employee or Director of the parent company or a company that it consolidates; has not been paid by the Company, in any form whatsoever, with the ❯ exception of Directors’ attendance fees, compensation of oveorne hundred thousand euros (€100,000) within the past five years; is not a Corporate Secretary of a company in which the Company holds, ❯ directly or indirectly, the position of Director or in which an employee designated as such or a Corporate Secretary of the Company (currently or within the past five years) holds the position of Director; is not a significant customer, supplier, investment banker, or financing banker ❯ of the Company or its Group, or for which the Company or its Group represents a significant portion of business activity;

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

has no close family ties to a corporate officer; ❯

X

X

X

X

has not been theauditor of the Company over the previous five years; ❯

X

X

X

X

has not been a Director of the Company for over twelve years. ❯

X

X

X

X

52 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES