Groupama // 2021 Universal Registration Document
3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance
Sections 3.1. to 3.3. below constitute the corporate governance report. This report, which was approved by the Groupama Assurances Mutuelles Board of Directors in its meeting of 10 March 2022, is based on the information compiled under the authority of the Groupama Assurances Mutuelles executive management. It describes the corporate governance of Groupama Assurances Mutuelles and the rules used to determine the compensation and benefits of any kind granted to corporate officers.
3.1
DISCLOSURES ON CORPORATE GOVERNANCE
3.1.1
BOARD OF DIRECTORS
Directors: Representing the member mutuals: Daniel Collay; ❯ Jean-Pierre Constant; ❯ Sylvie Le Dilly; ❯ Jérôme Moy; ❯ Laurent Poupart; ❯ Denis Roumégous (1) ; ❯ François Schmitt. ❯ Chosen for their qualifications: Isabelle Bordry; ❯ Ada Di Marzo; ❯ Caroline Grégoire Sainte Marie; ❯ Elie Harari. ❯ Employee representatives:
Membership 3.1.1.1 Groupama Assurances Mutuelles (“the Company”) is administered by a Board of Directors made up of 15 members, including: 13 Directors appointed by the Ordinary General Meeting: ❯ 9 natural persons representing the member mutuals having the ■ position of Chairman of the Board of Directors of their mutual, 4 Directors elected for their qualifications who have the status ■ of Independent Directors as defined by the AFEP-MEDEF task force and in the internal bylaws of the Board of Directors (see appendix 4 of section 8.1.3.4); 2 Directors elected by Company employees. ❯ During the 2021 fiscal year, its membership was modified following: the co-optation of Denis Roumégous on 20 May 2021 to replace ❯ Walter Guintard. The ratification of his appointment occurred during the General Meeting on 17 June 2021. As of 31 December 2021, the membership of the Board of Directors was as follows: Chairman: Jean-Yves Dagès ❯ Vice-Chairman: Jean-Louis Pivard ❯
Isabelle Chasseur; ❯ Christophe Mercier. ❯ Representing the Social and Economic Committee: Catherine Guibert ❯ Secretary of the Board: Cécile Daubignard ❯ The average age of the Directors is 58.
The General Meeting of Groupama Assurances Mutuelles did not use the authority provided for in Article 21 of the bylaws to appoint non-voting Directors.
During the meeting of 20 May 2021, the Board of Directors appointed Denis Roumégous to replace Walter Guintard. His co-optation was ratified by the (1) General Meeting of 17 June 2021.
28 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES
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