Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

During the 2021 fiscal year, two training sessions were organised for the Board members: the first on the financial approach to the strategy and profitability of an insurance company and the second on solvency and financial solidarity mechanisms and on the responsibility of Directors. On the proposal of the Compensation and Appointments Committee, a Board seminar was devoted to climate change and its impact on the insurance business lines. The 2021 financial statements were closed on 10 March 2022 by the Board of Directors, which also prepared the draft management report and its appendices and the text of draft resolutions to be presented to the General Meeting on 10 June 2022. The 2021 financial statements were submitted in advance to the Audit and Risk Management Committee, which reviewed them on 2 March 2022. Directors The Board of Directors adopted a set of internal bylaws designed to specify its operating methods, to supplement the Company’s legal, regulatory and statutory provisions and to spell out the rights and obligations of the Board members. The internal bylaws adopted by the Board of Directors on 7 June 2018 include in particular provisions on: the operation of the Board of Directors, specifying its mission, its ❯ support on study committees, the status of Independent Director, and the use of periodic evaluation of its mode of operation; the Director’s rights with regard to information and training, but ❯ also the Director’s obligations as regards the duty of confidentiality and the treatment of inside information in the context of preventing the risk of insider trading, given that Groupama Assurances Mutuelles makes public offerings; the powers of the executive management in the effective ❯ management of the central body of the network made up of the Group’s reinsurance mutuals; the composition, organisation, and responsibilities of the ❯ committees of the Board of Directors. During that meeting, the Board of Directors decided, following the conversion, to replace the Agreements Committee, whose purpose was related to the presence of minority shareholders, with a Strategy Committee. The text of the internal bylaws is reproduced in full in chapter 8, section 8.1.3. Internal bylaws of the Board of 3.1.1.9

The committees of the Board of Directors have no power themselves and their responsibilities neither reduce nor limit the powers of the Board. They are responsible for enlightening the Board of Directors in certain areas. It is up to the committees to report the findings of their work to the Board of Directors in the form of minutes, proposals, information, or recommendations. Since 7 June 2018, these committees are as follows: Audit and Risk Management Committee; ❯ Compensation and Appointments Committee; ❯ Strategy Committee. ❯ The provisions relating to the organisation and operation of each of these committees are attached to the internal bylaws (chapter 8, section 8.1.3). As with the Board of Directors, the committees met mainly remotely. Membership (a) In 2021, the Audit and Risk Management Committee was made up of 5 members appointed by the Board of Directors, including: 3 Directors representing the member mutuals: ❯ Jérôme Moy, Chairman of the Groupama Loire Bretagne ■ regional mutual, Jean-Louis Pivard, Chairman of the Groupama Rhône-Alpes ■ Auvergne regional mutual, and François Schmitt, Chairman of the Groupama Grand Est ■ regional mutual; 2 Independent Directors: ❯ Caroline Grégoire Sainte Marie, ■ and Elie Harari. ■ The Audit and Risk Management Committee is chaired by an Independent Director, Elie Harari. Note that the CEO of Groupama Assurances Mutuelles (GMA) does not participate in the work of the Audit and Risk Management Committee unless specifically invited. This CEO is represented by the Deputy CEO for Finance, Actuarial Services, Audit, and Risk Management as an effective Manager. The General Secretary serves as a liaison and coordinator between the Senior Management and the Directors and is also the secretary of the committee, supported by the Head of Legal. Depending on the topics, the Director of Accounting, the Director of Investments, and the heads of key functions (Director of Audits, Director of Actuarial Services, Director of Compliance, and Director Of Risk Management) also participate in the committee meetings. Responsibilities (b) The main responsibilities of the Audit and Risk Management Committee, which are included in the internal bylaws of the Board of Directors of Groupama Assurances Mutuelles, are listed below: examining the combined/consolidated/parent company draft ❯ half-year and annual financial statements as well as the references and scope of consolidation; Audit and Risk Management 3.1.2.1 Committee

3.1.2

COMMITTEES OF THE BOARD

OF DIRECTORS

Pursuant to the provisions of the bylaws, the Board of Directors decided in 2005 to establish committees called to deliberate on issues submitted by the Board or its Chairman for review. As such, under the internal bylaws of the Board of Directors, the Board shall be assisted by technical committees in the performance of its responsibilities.

46 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES