Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

ensuring that the internal data collection and control procedures ❯ guarantee the quality and reliability of the Company’s accounts; reviewing the performance of the statutory auditors’ ❯ responsibilities and the amount of fees paid to them and ensuring compliance with the rules guaranteeing their independence; reviewing the financial investment policy and assets/liabilities ❯ management; reviewing the forecasts in advance and monitoring their ❯ achievement; overseeing the risk management and internal control policy, ❯ procedures, and systems; reviewing the regulatory reports (ORSA, RSR, SFCR, actuarial ❯ function report); reviewing the Group’s main risks and its solvency situation; ❯ reviewing the projected audit plan and the monitoring of the ❯ implementation of the audit recommendations; examining any amendments to the reinsurance agreement, ❯ regulated agreements, and the financing of major programmes. Activity in 2021 (c) In 2021, the Audit and Risk Management Committee met seven times: 18 January, 2 March, 1 April, 11 May, 27 August, 12 October, and 7 December. The participation rate was 97.14%. In 2021, the Audit and Risk Management Committee focused its work on the following main topics: Review of the Group’s financial position over the course of two meetings, the committee reviewed the ❯ asset management policy looking back on 2021 as well as ahead to fiscal year 2022; this enabled it in particular to monitor the implementation of the Group’s investment policy in an environment of continued low interest rates; it reviewed Groupama’s 2021 projected combined results, the ❯ 2022 budget, and the Group’s operational strategy planning for 2023–2024; it issued a positive opinion on the work with the AMF that led to ❯ the granting of a waiver of the obligation for GMA to publish consolidated accounts and an authorisation to replace them with the combined accounts prepared and published by GMA; it gave an update on the financial situation of the stake in ❯ Groupama AVIC. Legal monitoring of annual and half-year financial statements the Audit and Risk Management Committee reviewed the 2020 ❯ combined, consolidated, and individual financial statements, the 2021 half-year combined financial statements, and the Solvency II results; it also devoted two meetings during the year specifically to a ❯ review of the principles, rules, and options adopted for the closure of the annual and half-year financial statements; it gave its opinion on draft press releases relating to the annual ❯ and half-year financial statements and was consulted on the draft 2020 Universal Registration Document (DEU) without the

financial statements, which was filed with the Autorité des Marchés Financiers (AMF) on 23 April 2021 under number D.21-0345; a progress report on the roadmaps for adaptation to IFRS 17 ❯ and 9 was presented. Monitoring of risks and solvency the committee reviewed the Group’s major risks as of 31 ❯ December 2020 and 30 June 2021; it regularly reviewed the execution of the audit plan as well as the ❯ implementation of the audit recommendations and the draft 2022 audit plan; it was also briefed on cyber risk and the mapping of group ❯ corruption risks; the committee devoted several meetings to subjects falling within ❯ the Solvency II prudential framework during which the following were presented to it, depending on the case, for an opinion or for information: GMA and group 2021 ORSA reports sent to the ACPR and ■ the validation of the 2021 ORSA stress tests, the Solvency and Financial Condition Report (SFCR) and the ■ Regular Supervisory Report (RSR) of GMA and the Groupama group, the actuarial function report, ■ monitoring of the compliance action plan and reporting on the ■ key compliance function, the revision of certain written policies subject to the approval ■ of the Board of Directors, the monitoring of the Group’s risk tolerance dashboard, ■ the guide for Managers of key functions; ■ the committee was consulted about the Group’s 2021 ❯ Preventive Recovery Plan; it examined the semi-annual reports on major litigation under way ❯ within the Group and the report on internal control of the Company’s plan against money laundering and terrorist financing; it reviewed the 2021 reinsurance policy as well as the prospects ❯ for renewing the external reinsurance programme for 2022 and was consulted on the modification of the General Reinsurance Regulations; it was informed of the ongoing instruction process on the ❯ reinsurance of the local mutuals; it reviewed the off-balance-sheet commitments of Groupama ❯ Assurances Mutuelles. Follow-up of the statutory auditors’ responsibilities the committee reviewed the budget for statutory auditors’ fees ❯ with respect to fiscal year 2021; the statutory auditors presented to the committee their ❯ 2021 strategic audit plan, which describes their responsibilities, the areas of particular attention, and their audit approach in response to the identified risks; the Audit Committee authorised the provision of a service other ❯ than the certification of accounts (SACC);

47 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES