UNIVERSAL REGISTRATION DOCUMENT 2023
8 ADDITIONAL INFORMATION Company information
MEMBERSHIP The Strategy Committee consists of a minimum of three (3) and a maximum of five (5) members appointed by the Board of Directors and chosen from among the Directors and, where applicable, the non ‑ voting Directors. At least one (1) of the committee members must be independent, on the understanding that independence is determined in accordance with the criteria listed in Appendix 4 below. The committee cannot include the Chairman among its members. The terms of office of committee members coincide with their terms as Director or non ‑ voting Director. The committee appoints its Chairman from among the Independent Directors. The General Secretary of Groupama Assurances Mutuelles serves as committee Secretary. OPERATION Internal organisation of the committee The Strategy Committee will meet as often as it deems necessary and at least once a year. Members are convened by the Committee Chairman or two of its members. The Chairman or the Chief Executive Officer may also ask the Chairman to convene the Strategy Committee on a specific point. Meetings of the committee are considered valid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meeting will be prepared, recording the agenda and the discussions held between committee members. The Committee Chairman or a member of the committee appointed for this purpose will report the committee’s opinions and recommendations to the Board of Directors for the purposes of its deliberations. The committee is required to prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directors within three (3) months after the close of the said fiscal year. Exceptional cases Depending upon the agenda, the Committee Chairman may convene any person of the Group capable of offering the committee relevant and useful clarification as to the proper understanding of an issue. review, on behalf of the Board of Directors, proposed strategic partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives, it being specified that the Chairman of the Audit and Risk Management Committee shall be invited to take part in this work. ❯ discuss the Group’s longer ‑ term, forward ‑ looking strategic guidelines in the light of the opportunities and constraints of the environment as anticipated by the Group; ❯
Working methods The Chairman of the Audit and Risk Management Committee shall be invited to participate in the work of the Strategy Committee with regard to the financial aspects of strategic partnerships and external growth matters.
Appendix 4 Criteria for independence
The criteria that the Compensation and Appointments Committee and the Board of Directors must examine in order to classify someone as an Independent Director and prevent the risk of conflict of interest facing the Director are as follows: is not an employee of Groupama Assurances Mutuelles and not currently or over the past five years an employee or Director of a member mutual or a company that it consolidates; ❯ has not been paid by Groupama Assurances Mutuelles in any form whatsoever, with the exception of Directors’ attendance fees and compensation granted to Independent Directors and non ‑ voting Directors for their duties, compensation of over one hundred thousand euros (€100,000) within the past five years; ❯ is not a corporate secretary of a company in which Groupama Assurances Mutuelles 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 Groupama Assurances Mutuelles or its group, or for which Groupama Assurances Mutuelles or its group represents a significant portion of business activity; ❯ has no close family ties to a corporate officer; ❯ has not been a statutory auditor of the Company over the past five years; ❯ has not been a Director of the Company for over twelve years. ❯ The Board of Directors may consider a Director, although meeting the above criteria, not to be independent on the basis of his/her particular situation or that of Groupama Assurances Mutuelles, or for any other reason. Conversely, the Board of Directors may consider a Director not meeting the above criteria to be independent.
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Universal Registration Document 2023 GROUPAMA ASSURANCES MUTUELLES
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