Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

3.1.4

VERIFICATION OF THE SITUATION OF OUTSIDE DIRECTORS WITH REGARD TO THE CRITERIA OF INDEPENDENCE ADOPTED BY THE COMPANY, RESULTING FROM THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE AND APPENDED TO THE INTERNAL BYLAWS

Caroline Grégoire Sainte Marie

Criteria

Isabelle Bordry

Ada Di Marzo

Elie Harari

is not currently or has not been over the past five years an employee or ❯ corporate officer of the Company or an employee or Director of the parent company or a company that it consolidates; has not been paid by the Company, in any form whatsoever, with the ❯ exception of Directors’ attendance fees, compensation of over one hundred thousand euros (€100,000) within the past five years; is not a corporate secretary of a company in which the Company holds, ❯ directly or indirectly, the position of Director or in which an employee designated as such or a corporate secretary of the Company (currently or within the past five years) holds the position of Director; is not a significant customer, supplier, investment banker, or financing ❯ banker of the Company or its Group, or for which the Company or its Group represents a significant portion of business activity;

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

has no close family ties to a corporate officer; ❯

X

X

X

X

has not been the auditor of the Company over the previous five years; ❯

X

X

X

X

has not been a Director of the Company for over twelve years. ❯

X

X

X

X

3.1.5

MUTUAL INSURANCE ADVISORY BOARD

3.1.6

EXECUTIVE MANAGEMENT

A Chief Executive Officer is responsible for the Company’s Executive Management.

In accordance with the provisions of the new bylaws of Groupama Assurances Mutuelles, a Mutual Insurance Advisory Board has been established, responsible for defining the general strategies of the mutual insurance group and overseeing their implementation. Composed of 49 members, this committee brings together five representatives from each of the nine member metropolitan regional mutuals (the Chairman of their Board of Directors as well as four members appointed by them from amongst the members of their Board of Directors) and one representative from each of the two mutuals of the overseas departments and the two member specialised mutuals (the Chairman of the Board of Directors).

Chief Executive Officer 3.1.6.1 Thierry Martel, the Chief Executive Officer, is vested with the broadest powers to act on behalf of the Company under any and all circumstances. He exercises his authority within the limit of the corporate purpose and subject to the authority expressly granted to General Meetings and the Board of Directors and within the limits set by the bylaws and the Board of Directors (see section 3.1.1.6). Since 1 September 2020, Thierry Martel has been assisted by five Deputy Managing Directors: Cyril Roux, in charge of finance, actuarial services, audit, and risk activities; Christian Cochennec, in charge of France damage and IT activities; Rémi Lorenzelli, in charge of strategy and partnerships, human resources, and the general secretariat; Jean-François Garin, in charge of life insurance businesses; and Olivier Péqueux, in charge of international businesses. Pursuant to the provisions of the French Insurance Code, Groupama Assurances Mutuelles has two effective Managers: Christian Cochennec and Cyril Roux.

51 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES