UNIVERSAL REGISTRATION DOCUMENT 2023
8 ADDITIONAL INFORMATION Company information
(i) Compensation The compensation of the Independent Directors provided for in Article R. 322 ‑ 120 ‑ 3 of the French Insurance Code and, where applicable, of the non ‑ voting Directors is determined by the recommend to other persons that they acquire or dispose of, or have other persons acquire or dispose of, the financial instruments tied to that information or financial instruments to which those instruments are tied, based on the inside information. ❯ Applicable rules Members of the Board of Directors, the Chief Executive Officer and persons attending Board meetings may receive inside information about issuers of financial instruments admitted to a regulated market or other trading facility, for example, during the examination of a partnership, merger/acquisition or equity investment transaction. Issuers in which the Group holds a strategic investment are especially concerned. CONFIDENTIALITY Any member of the Board of Directors, the Chief Executive Officer and any person attending meetings of the Board of Directors holding, in the course of his or her duties, inside information relating to an issuer of the aforementioned financial instruments or to financial instruments of such an issuer is bound by a duty of confidentiality with respect to such information. They are forbidden to disclose this information outside the normal framework of their functions or for reasons other than those related to why the information was disclosed to them. If the person in question must divulge this information to other persons in the Group or third parties for the purpose of exercising their functions, he/she undertakes to do so only after having informed such persons or third parties that the information is confidential and that they are required to comply with the rules applicable to persons who have inside information. TRADING IN FINANCIAL INSTRUMENTS As long as the inside information has not been made lawfully public, the member of the Board of Directors, the Chief Executive Officer and any person attending meetings of the Board of Directors holding inside information in the course of his/her duties about an issuer of financial instruments or a financial instrument admitted to a regulated market or a trading facility may not: an official document filed with a control authority (such as the Registration Document filed with the AMF); ❯ (1) the Internet; ❯ documents sent to shareholders (annual report or information prospectus). ❯ use the inside information that he/she has, acquire or dispose of, or attempt to acquire or dispose of, on either his/her own behalf or on behalf of others, directly or indirectly, the financial instruments tied to that information or any financial instruments to which those instruments are tied; ❯
8.1.3.3 Executive Management Within the framework of the powers conferred to the central body, the executive management is responsible for taking any necessary measures for the cohesion and proper operation of the network and thus, in particular, must: represent the organisations within the network with the French banking regulator (ACPR); ❯ ensure the application of the legislative and regulatory provisions specific to the organisations within the network; ❯ organise audit and control duties within the network; ❯ ensure that retrocessions of organisations that it reinsures are sufficient to guarantee their solvency and compliance with their commitments, report to the Board of Directors and propose any necessary measures; ❯ issue, under the conditions set out in the agreement on security and solidarity plans entered into between Groupama Assurances Mutuelles and the organisations within the network, any useful instructions for engaging in the business of the organisations within the network and ensure their effective implementation; ❯ implement the organisation of the internal control programme as well as the risk management policy; ❯ approve the appointment of the Chief Executive Officers of the organisations within the network, under the conditions set out in the agreement on security and solidarity plans. ❯ Board on the recommendation of the Compensation and Appointments Committee within the limits set by the General Meeting. The allowances granted to Directors representing member mutuals and to members of the Mutual Insurance Advisory Board are set by the Board of Directors within the limits set by the General Meeting. The compensation granted to Independent Directors and, where applicable, to non ‑ voting Directors and the compensation granted to Directors representing member mutuals are set out in the corporate governance report, appended to the management report. Directors who participate by phone in a regularly scheduled meeting of the Board of Directors or one of its committees receive no Directors’ fees. Appendix 1 Audit and Risk Management Committee PURPOSE OF THE COMMITTEE The purpose of the Audit and Risk Management Committee is as follows: to analyse the mid ‑ year and annual financial statements distributed by Groupama Assurances Mutuelles upon preparation of the accounts and to provide greater detail on certain items prior to their presentation to the Board of Directors; ❯ to ensure the relevance and permanence of the accounting principles and methods applied; ❯ 8.1.3.4 Appendices to the internal bylaws of the Board of Directors
(1) Registration Document now a Universal Registration Document.
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Document d’Enregistrement Universel 2023 GROUPAMA ASSURANCES MUTUELLES
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