Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Membership of the committees 3.1.2.4 Since 20 May 2021, the membership of the committees of the Board of Directors is as follows:

Committee

Members

Elie Harari, Chairman

❯

Caroline Grégoire Sainte Marie

❯

Audit and Risk Management Committee

Jérôme Moy

❯

Jean-Louis Pivard

❯

François Schmitt

❯

Caroline Grégoire Sainte Marie, Chairman ❯ Daniel Collay ❯ Jean-Pierre Constant ❯ Denis Roumégous ❯

Compensation and Appointments Committee

Isabelle Bordry, Chairman

❯

Ada Di Marzo

❯

Strategy Committee

Sylvie Le Dilly

❯

Laurent Poupart

❯

3.1.3

ASSESSMENT OF THE BOARD

The quality of the relationship between the Board of Directors and the CEO is described as exemplary thanks to regular communication, and the Directors consider that the Board of Directors is sufficiently independent from the CEO. The Directors believe that the composition of the Board and the committees is perfectly suited to carry out their duties. Generally speaking, the Directors are all very satisfied overall with the operation of the Board of Directors, despite sometimes having packed agendas, and the Directors believe that the Board plays its role in all its areas of competence. The items requiring attention raised by the Directors allowed the Compensation and Appointments Committee to define areas for improvement, which were proposed to the Board of Directors, particularly aimed at presenting a summary at the start of each presentation and prioritising the subjects to give rise to a decision.

OF DIRECTORS

Every year since 2005, the Company has assessed the operations of its Board of Directors and committees and, in this framework, contracts for an external assessment to be carried out every three years, in accordance with the recommendations of the AFEP-MEDEF Code. After two years of internal assessment, the 2021 assessment was entrusted to an external firm based on individual interviews with each of the Directors. The firm relied on an interview guide validated by the Compensation and Appointments Committee. The results of this assessment were then discussed in the Compensation and Appointments committee meeting of 3 March 2022 and in the meeting of the Board of Directors of 10 March 2022. With regard to the 2021 assessment, the Directors consider that the Board of Directors operates in a very satisfactory manner and that the effective discussions continue to be in line with the expectations of the Directors and with the Group’s issues.

50 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES