Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

the number of Independent Directors represents only 30.8% of ❯ the total number of Directors making up the Board of Directors (excluding Directors elected by the employees) and not one third, the percentage recommended for companies having a controlling shareholder. However, this proportion is in line with the provisions of Article R. 322-120-3 of the French Insurance Code, applicable to the Groupama central body, which provides that its Board of Directors must have a number of Independent Directors of at least one quarter of the total number of its Directors, i.e. at least four Independent Directors as of this date, and at most one third of this total. This special provision is binding on the Company and represents a regulatory exception to the principle that the Board of Directors of a mutual insurance company must be composed of members, in this case representatives of member mutuals for Groupama Assurances Mutuelles. Furthermore, as a matter of principle, all the Directors of a mutual insurance company are completely independent because they do not have any proprietary interests (shares) in the Company. The choice of the minimum proportion provided for in this article is justified by the Company’s mutual insurer structure and the inherent independence of its Directors; the proportion of independent members within the Audit and ❯ Risk Management Committee is 40% compared with the recommended minimum of two thirds; this membership is meant to be more in line with the Company’s structure as a mutual insurer without capital structure, as the elected representatives of the mutual is also inherently independent; note that the Chairman of the Committee is an Independent Director and has proven financial and insurance expertise; the Compensation and Appointments Committee does not have ❯ a majority of Independent Directors; its current membership reflects the Company’s mutual insurer structure, as the elected Directors of the mutual company are also inherently independent. This committee was also chaired by an Independent Director. Moreover, the Company did not wish to include a Director representing the employees on the Compensation and Appointments Committee, believing that this body is not the most appropriate for employee expression, which is strongly developed elsewhere within the Group; the policy of gender balance in the governing bodies will be ❯ defined in 2022. Lastly, the employment contract of Thierry Martel, Chief Executive Officer, was suspended due to his 21 years of service within the Company as an employee before his appointment. 3.1.1.8 The Board of Directors met 11 times during the 2021 fiscal year (including the Board of Directors seminar in November), remotely for the most part due to the health crisis. The attendance rate of the members of the Board of Directors was 98%, identical to 2020, a continued high rate of Director Work of the Board in 2021

mobilisation. The Group General Secretary carried out the duties of Secretary of the Board. In 2021, the Board deliberated mainly on the following issues: the individual, consolidated, and combined annual financial ❯ statements and the combined interim financial statements as well as the various reports and documents required by the regulations (report on internal control of measures to fight money laundering and terrorist financing) and particularly those required within the Solvency II prudential framework (SCR and MCR coverage ratios, group and individual ORSA, SFCR, and RCR reports, actuarial function reports); modification of the General Reinsurance Regulations with the ❯ regional mutuals; proposed partnerships, divestments, or acquisitions of ❯ companies; prospects for renewal external reinsurance protection; ❯ the provisional audit plan for 2022; ❯ the updating of written policies; ❯ property and financial transactions; ❯ governance, with: ❯ the internal assessment of the functioning of the Board of ■ Directors, the compensation of Managers and corporate officers, ■ the guide for Managers of key functions, ■ the Board’s collective competence assessment scheme, ■ the financing of major programmes for 2022; ❯ the disclosures on gender equality; ❯ the updating of the Company’s strategic plan in accordance with ❯ the job security law; authorisation of sureties, endorsements, and guarantees; ❯ issue of subordinated instruments. ❯ Lastly, the Board of Directors acknowledged the work of the Board’s three committees and reviewed certain matters for information purposes, mainly including: the performance indicators for the Group’s businesses and ❯ particularly the key management indicators; the implementation of the Group’s strategy; ❯ the combined results forecasts for 2021, the 2022 budget, and ❯ the forecasts for 2023 to 2024; the half-year review of the balance sheet and the guidelines for ❯ the asset management policy; with respect to risk management: mainly the Group’s major risks ❯ and its risk tolerance; updates on the subsidiaries or partnership agreements: ❯ the review of and guidelines for the human resources policy, ❯ the financial environment and regulatory changes. ❯

45 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES