Groupama // 2021 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Related-party transactions

Each Group company: means a person in charge of the key function of “compliance ❯ verification” whose name is reported to the ACPR or a compliance officer depending on whether they are subject to Solvency II or equivalent legislation/regulation; drafts its own compliance policy on the basis of the Group ❯ compliance policy by adapting it in keeping with the principle of proportionality;

implements the drafted compliance policy. ❯ The Group compliance policy is reviewed at least every 12 months by the bodies that approved it and updated whenever an important event occurs. For 2021, the Group’s compliance policy was updated in strengthen the Board’s alert procedure.

3.5

RELATED-PARTY TRANSACTIONS

Related-party transactions are presented in Note 45 to the combined financial statements for the 2021 fiscal year, audited by the statutory auditors.

3.6

MAJOR CONTRACTS

Over the past two years, other than during the normal course of business, Groupama Assurances Mutuelles and the Group’s entities have not entered into any major agreements with third parties that would confer a major obligation or commitment on the entire Group consisting of Groupama Assurances Mutuelles and the Group’s entities. However, major agreements bind Groupama Assurances Mutuelles, its subsidiaries, and the Groupama regional mutuals. Groupama Assurances Mutuelles and its subsidiaries maintain close, long-lasting economic relationships with the regional mutuals. These relationships focus mainly on the reinsurance of the regional mutuals by Groupama Assurances Mutuelles, and, to a lesser degree, on business relationships amongst the subsidiaries of Groupama Assurances Mutuelles and the regional mutuals in the areas of insurance, banking, and services. On 17 December 2003, Groupama Assurances Mutuelles and the regional mutuals signed an agreement, amended on multiple occasions, for a security and solidarity system aimed at guaranteeing the security and the financial equilibrium of all the regional mutuals and Groupama Assurances Mutuelles and to organise financial solidarity amongst them. By virtue of its new role as central body of the network of agricultural mutual insurance and reinsurance companies or mutuals, Groupama Assurances Mutuelles has the legal responsibility of ensuring the cohesion and smooth running of the network. It has administrative, technical and financial control over the organisation and management of the organisations within the network. It determines its strategic policies, issues any relevant AGREEMENT FOR A SECURITY AND SOLIDARITY SYSTEM 3.6.1

instructions to this effect and oversees their successful implementation. It also takes any requisite measures to guarantee the solvency of not only each organisation within the network but of the Group as a whole, and to ensure they comply with all their respective obligations. In connection with this, the agreement has three main components: Instructions from the central body The agreement defines the scope and system for issuing instructions, these being one of the methods available to the central body for performing its role. Audits The agreement allows Groupama Assurances Mutuelles to conduct audits to verify the current and future economic and financial balances of each regional mutual, compliance with regulatory requirements and with the reinsurance agreement. Audits may also be conducted, under certain conditions, in the event of a loss posted by a regional mutual or in the event of non-compliance by a regional mutual with an instruction issued by Groupama Assurances Mutuelles. Financial solidarity plan The new plan, established under Solvency II, institutes a mutual guarantee between Groupama Insurance and the regional mutuals aiming to allow Groupama Assurances Mutuelles or the regional mutuals to respect their coverage ratio at all times and to cover any insufficiency of cover. It was clarified in 2020 that the financial solidarity mechanism could be triggered if the solvency ratio falls below a threshold of 100% without any transitional measure on Groupama Gan Vie’s technical reserves. The term of the agreement was set at 10 years in order to better meet the objectives of lasting links between Groupama Assurances Mutuelles and the regional mutuals through this agreement.

63 Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES