Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

it is further noted that at every meeting, the committee heard the ❯ statutory auditors without the management being present; the committee was involved in the call for tenders and the ❯ selection of statutory auditors. Follow-up on certain financial transactions or projects the committee was informed of the audits conducted by various ❯ authorities and reviewed the draft responses or the action plan monitoring; as is the case every year, the committee was informed about the ❯ authorisation to use forward financial instruments (FFI) to hedge the portfolio against equity, property, and currency risks and the renewal of the annual authorisation given to the senior management regarding endorsements, securities, and guarantees; it issued an opinion on the granting of intragroup subsidies; ❯ the committee examined the advisability of issuing subordinated ❯ debt and the mutual certificate buyback programme; it was kept informed of the real estate project The Link. ❯ Finally, the committee also defined its programme of work. Membership (a) The Compensation and Appointments Committee is made up of 4 members, including: 3 Directors representing the regional mutuals: ❯ Daniel Collay, Chairman of the Groupama Paris Val de Loire ■ regional mutual, Jean-Pierre Constant, Chairman of the Groupama ■ Méditerranée regional mutual, Denis Roumégous, Chairman of the Groupama ■ Centre-Atlantique regional mutual, who replaced Walter Guintard; 1 Independent Director: Caroline Grégoire Sainte Marie, ❯ Chairman of the Committee. The Chairman of Groupama Assurances Mutuelles and the CEO do not participate in the committee’s work. The General Secretary of Groupama Assurances Mutuelles, who performs the duties of secretary of the committee, provides ongoing assistance in the committee’s work. Responsibilities (b) The responsibilities of the Compensation and Appointments Committee, which are included in the internal bylaws of the Board of Directors of Groupama Assurances Mutuelles, are listed below: propose to the Board of Directors any matters relating to the ❯ personal status of the corporate secretaries, specifically compensation, pensions, as well as provisions for the departure of members of the Company’s management bodies; Compensation and Appointments 3.1.2.2 Committee

make any proposals relating to the compensation of corporate ❯ officers; define the rules for setting the variable portion of the ❯ compensation of Corporate Secretaries and ensure the consistency of these rules with the annual assessment of the performance of the Corporate Secretaries and with the Group’s medium-term strategies; evaluate all compensation and benefits received by Directors, as ❯ applicable, from other companies of the Group, including retirement benefits and benefits of any kind; organise a procedure to select future Independent Directors and ❯ to perform its own studies on potential candidates before any measure has been taken with regard to them; verify each year the individual status of each Director other than ❯ Directors representing member mutuals or employees with regard to the status of Independent Director and communicate the conclusions of its examination to the Board of Directors; perform tasks involving evaluation of the Board of Directors’ ❯ operating methods annually and to communicate the conclusions of these tasks to the Board of Directors. Activity in 2021 (c) During fiscal year 2021, the Compensation and Appointments Committee meet on four occasions: 5 March, 11 May, 6 October, and 8 December. Each time, the committee presented a report on its activities to the Board of Directors. In 2021, the work of the committee focused on the following main topics: Status and compensation of corporate officers the committee proposed a review of the variable compensation ❯ for 2020 for the Chief Executive Officer; it examined the draft Universal Registration Document, the ❯ Groupama Assurances Mutuelles 2020 management report on the remuneration of Directors and corporate officers and the report on corporate governance; it examined the compensation systems for the Chairman and the ❯ Chief Executive Officer for the 2021 fiscal year; it finalised the Chief Executive Officer’s variable compensation ❯ system for the 2021 fiscal year proposed the elements to build the 2022 variable compensation system; it proposed a deferral criterion for the CEO’s variable pay; ❯ it examined the changes in the Life Annuities scheme for ❯ Chairmen. Selection of a new Independent Director the committee established specifications for the recruitment of a ❯ new Independent Director of Groupama Assurances Mutuelles who will also sit on the Audit and Risk Management Committee of this Company.

48 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES