Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Delegations of authority and powers

3.1.7.2

Conflicts of interest in the

subject is discussed, in accordance with the provisions of the internal bylaws. It has not identified any conflict of interest between the duties of the persons referred to in point 3.1 and their private and/or professional interests. 3.1.7.3 As of the date of filing of this Universal Registration Document, there were no service agreements binding the members of the Company’s administrative and management bodies or any of its subsidiaries. Lack of service agreements

management bodies The Company’s general secretariat is responsible for verifying the occurrence of any conflicts of interest between the duties of the persons referred to in point 3.1 and their private and/or professional interests. Note that the internal bylaws, in their Article 4.2.4, reiterate the Directors’ duties of loyalty and the rules for prevention of conflicts of interest. In connection with this, a Director who reports having a conflict of interest on a particular matter shall not attend the deliberations of the Board of Directors and/or the committee concerned when this

3.2

DELEGATIONS OF AUTHORITY AND POWERS

Since its conversion into a national agricultural reinsurance mutual,

been cancelled. There can be no delegation of authority or powers

a form of company without capital, the Groupama SA shares have to issue equity securities.

3.3

COMPENSATION OF DIRECTORS

COMPENSATION AND BENEFITS FOR MEMBERS OF THE BOARD OF DIRECTORS OF GROUPAMA ASSURANCES MUTUELLES

Since the order of 27 November 2019 and the update of the AFEP-MEDEF Code of January 2020, given that Groupama Assurances Mutuelles does not issue equities listed on a regulated market, the disclosure requirements relating to the compensation of its Directors are those provided for in Article R. 322-55-1-I of the French Insurance Code. These disclosures are supplemented by the disclosures about the compensation of Directors set out in the notes to the combined financial statements (Note 38.3) and to the annual financial statements (Note 24), in accordance with the accounting standards applicable to the Group. Calculation of the compensation due to corporate officers is the responsibility of the Board of Directors and is based on the proposals of the Compensation and Appointments Committee.

Since 7 June 2018, when the Company changed its corporate form, the Board of Directors has consisted of nine Directors representing the Groupama regional mutuals and four Independent Directors. The Directors representing the regional mutuals (with the exception of the Chairman, who receives compensation) receive allowances, and the Independent Directors receive compensation, pursuant to Article R. 322-120-3 of the French Insurance Code. The General Meeting of 7 June 2018 decided on the maximum amount of €520,000 that may be allocated annually as allowances and reimbursement of expenses to Directors representing the regional mutuals. The General Meeting also fixed the maximum annual amount of gross compensation that may be allocated to Independent Directors at €370,000. The gross amounts of all allowances, compensation, and expense reimbursements paid in 2021 are shown in the table below. Out of a budget of €890,000 for allowances and compensation excluding the Chairman’s compensation, the total sum of €700,546 was paid. Certain Groupama Assurances Mutuelles Directors received attendance fees in 2021 as members of the Boards of Directors of subsidiaries of Groupama Assurances Mutuelles. The details of the compensation are summarised in the following table.

54 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES