Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Verification of independence The committee verified the independent status of the outside ❯ Directors of the Board of Directors with regard to the criteria set out in the AFEP-MEDEF Code of Corporate Governance, included in the internal bylaws. Training of Directors the committee proposed a training programme for 2021 and put ❯ forward a proposal for subject areas likely to be adopted for 2022. Operating methods of the Board of Directors and committees and changes in governance the committee reviewed the results of the assessment of the ❯ operating method of the Board and the committees for fiscal year 2020; it reviewed the draft questionnaire on the outside assessment of ❯ the work of the Board and the committees for the 2021 fiscal year; it examined the application of the AFEP-MEDEF ❯ recommendations on corporate governance and executive pay in the light of the external comparative study on the pay of executives and corporate officers, which deals more particularly with the issue of recognition of deferred variable pay; it reviewed the revision of the written compensation policy and ❯ the update of the written skills and good character policy; it examined the collective competence of the Board. ❯ Miscellaneous the committee was informed of the progress report on the ❯ Group’s CSR indicators; it reviewed the compensation of the members of the senior ❯ management committee; it reviewed the 2020 equity ratios; ❯ it was informed of the legislative developments concerning parity ❯ in mutual insurance companies and executive bodies; the committee also defined its programme of work for fiscal ❯ year 2022. Strategy Committee 3.1.2.3 Membership (a) The Strategy Committee is made up of 4 members, including: two Directors representing the member mutuals: ❯ Laurent Poupart, Chairman of the Groupama Nord-Est ■ regional mutual, Sylvie Le Dilly, Chairman of the Groupama Centre Manche ■ regional mutual; and

two Independent Directors: Isabelle Bordry and Ada Di Marzo. ❯ Isabelle Bordry, an Independent Director, serves as the Chairman of the Strategy Committee. The Deputy CEO in charge of strategy and partnerships, human resources, and the general secretariat, as well as the General Secretary, who also handles the secretarial duties, and the Head of Legal are permanent members of the committee. Responsibilities (b) The responsibilities of the Strategy Committee, which are included in the internal bylaws of the Groupama Assurances Mutuelles Board of Directors, are listed below: review the strategic guidelines and associated action plans of the ❯ Group and its components as contained in the three-year Strategic and Operational Planning Process; discuss the Group’s longer-term, forward-looking strategic ❯ guidelines with regard to the opportunities and constraints of the environment as anticipated by the Group; review, on behalf of the Board of Directors, proposed strategic ❯ partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives, it being specified that the Chairman of the Audit and Risk Management Committee is invited to take part in this work. Activity in 2021 (c) During the 2021 fiscal, the Strategy Committee met five times: on 20 January, 25 March, 22 June, 5 October, and 7 December. On each occasion, it presented a report on its activities to the Board of Directors. The attendance rate was 100%. During these five meetings, the committee: reviewed the strategy for the individual, professional, and ❯ agricultural markets as well as the savings and pensions strategy; the following projects: ❯ industrial partnership for energy supply, ■ sale of G-Evolution. ■ was informed of: ❯ the CSR strategy, ■ the strengthening of the digital customer approach in the ■ COVID environment, reporting on the delayed-feedback survey of Individuals. ■ Finally, the committee also defined its programme of work. produced a progress report: ❯ on partnerships in France, ■ on the digital transformation programme; ■

49 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES