UNIVERSAL REGISTRATION DOCUMENT 2023

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

3.1.4 ASSESSMENT OF THE BOARD OF DIRECTORS

In terms of membership, the Directors consider that the size of the Board and the proportion of Independent Directors are adequate relative to the Company’s challenges. They believe that the members have the integrity, knowledge, skills, and experience necessary to carry out their duties. They also emphasise the quality of the support in terms of training. The vast majority of the Directors feel that they have the information needed to participate effectively in the proceedings in a timely manner. It was emphasised that this point continued to be improved, in particular thanks to the summaries provided. In addition, the Directors consider that the minutes adequately reflect the discussions and decisions taken.

Every year since 2005, the Company has assessed the operations of its Board of Directors and committees and, in this framework, contracts for an external assessment to be carried out every three years, in accordance with the recommendations of the AFEP/MEDEF Code. Following the 2021 external assessment and the 2022 assessment, the 2023 assessment was conducted internally on the basis of a questionnaire that was validated by the Compensation and Appointments Committee. The results of this assessment were then discussed in the Compensation and Appointments Committee meeting of 15 April 2024 and in the meeting of the Board of Directors of 18 April 2024. With regard to the 2023 assessment, the Directors consider that the Board of Directors operates in a very satisfactory manner and that the effective discussions continue to be in line with the expectations of the Directors and with the Group’s issues. They believe that the Board of Directors plays its role in all its areas of competence.

3.1.5 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

The Company subscribes to the independence criteria as expressed by the AFEP/MEDEF Code. The Board of Directors and the Compensation and Appointments Committee use the following reference analysis rubric to assess the independence of External Directors on an annual basis, as well as for each co ‑ opting, appointment, and reappointment.

Criteria

Isabelle Bordry Ada Di Marzo Anne Guérin

Élie 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; ❯ has no close family ties to a corporate officer; ❯ has not been the auditor of the Company over the previous five years; ❯ has not been aDirector of the Company for over twelve years. ❯

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

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Document d’Enregistrement Universel 2023 GROUPAMA ASSURANCES MUTUELLES