Groupama // 2021 Universal Registration Document

8 ADDITIONAL INFORMATION Company information

to monitor the risk management policies, procedures, and ❯ systems and, within this context, to review the prudential reports intended, as the case may be, for the ACPR or for public disclosure (ORSA, SFCR, RSR, etc.), the Group’s major risks, the Business Continuity Plans and the report on anti-money-laundering activities and combating the financing of terrorism; to analyse any agreement entered into under the conditions ❯ referred to in Article R. 322-57 of the French Insurance Code, including such agreements between Groupama Assurances Mutuelles and one of its non-voting Directors. In this context, the committee must submit a report to the Board of Directors for each of these agreements, specifically regarding its purpose, its amount, and its principal conditions, and draw its conclusions in particular as to the applicable procedure (prior authorisation or communication by the Chairman to members of the Board of Directors and the statutory auditors, provided that it involves agreements corresponding to current operations entered into under normal conditions under the terms of Article R. 322-57 of the French Insurance Code). The committee will also report to the Board of Directors on the status of these agreements; to review any possible amendment to the reinsurance ❯ agreement; to review the funding of major programmes, in particular mutual ❯ certificates; and, in general, to prepare the work of the Board of Directors, support its decision-making and inform or even alert it when necessary. MEMBERSHIP The Audit and Risk Management Committee consists of a minimum of three (3) and a maximum of six (6) members appointed by the Board of Directors, chosen from among the Directors and, where applicable, the non-voting Directors. At least one (1) of the committee members must be independent and chosen from among the Directors external to the Company if the committee has three members; the number of independent members must be at least two (2) if the committee has five (5) or more members. The committee cannot include the Chairman of the Board of Directors among its members. At least one committee member must, by training and experience, have a good understanding of financial statements and the accounting principles used by Groupama Assurances Mutuelles, the ability to evaluate the general application of these principles, experience in the preparation, audit, analysis, and evaluation of financial statements of a complexity comparable to those of Groupama Assurances Mutuelles, good understanding of internal control procedures and the committee’s functions, and, if possible, training or experience in insurance. The committee is chaired by an Independent Director. However, the committee may reserve the right to appoint, as a transitional measure, a Chairman chosen from among the Directors representing the member mutuals.

The terms of office of committee members coincide with their terms as Director or non-voting Director. The committee appoints its own Chairman. The General Secretary of Groupama Assurances Mutuelles serves as committee secretary.

OPERATION Internal organisation of the committee

The Audit and Risk Management Committee meets as often as deemed necessary and at least twice a year prior to the examination of the annual and mid-year financial statements by the Board of Directors. Members are convened by the Committee Chairman or two of its members. The Chairman of the Board of Directors or the Chief Executive Officer may also request that the Chairman convene the Audit and Risk Management Committee on a specific item. Meetings of the committee are considered valid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meeting will be prepared, recording the agenda and the discussions held between committee members. The Committee Chairman or a member of the committee appointed for this purpose will report the committee’s opinions and recommendations to the Board of Directors for the purposes of its deliberations. The committee is required to prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directors within three (3) months after the close of the said fiscal year. may convene any person of the Group likely to offer the ❯ committee relevant and useful clarifications for a proper understanding of an issue; must exclude from its discussions non-independent members of ❯ the committee for the assessment of points likely to pose ethical problems or conflicts of interest. Working methods Members of the Audit and Risk Management Committee will benefit, as of their nomination, from information on the accounting, financial, and operational details of Groupama Assurances Mutuelles. The time frames for examination of the accounts by the Audit and Risk Management Committee must be sufficient (at least two days prior to the assessment by the Board of Directors). For the purposes of its examination of the accounts, the committee will receive a memorandum from the statutory auditors highlighting the essential points not only of the results, but also of the accounting options applied, as well as a note from the Chief Financial Officer describing the exposure to risks and the significant off-balance sheet commitments of Groupama Assurances Mutuelles. Exceptional cases Depending upon the agenda, the Committee Chairman:

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Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES