Groupama // Universal Registration Document 2022
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CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance
Sections § 3.1. to 3.4. below constitute the corporate governance report. This report, which was approved by the Groupama Assurances Mutuelles Board of Directors in its meeting of 16 March 2023, is based on the information compiled under the authority of the Groupama Assurances Mutuelles executive management. It describes the corporate governance of Groupama Assurances Mutuelles and the rules used to determine the compensation and benefits of any kind granted to corporate officers.
3.1 DISCLOSURES ON CORPORATE GOVERNANCE
3.1.1
BOARD OF DIRECTORS
Directors: Representing the member mutuals:
Nicolas Assémat ❯ Daniel Collay ❯ Sylvie Le Dilly ❯ Jérôme Moy ❯ Laurent Poupart ❯ Denis Roumégous ❯ François Schmitt ❯
3.1.1.1 Membership Groupama Assurances Mutuelles (“the Company”) is administered by a Board of Directors made up of 15 members, including: 13 Directors appointed by the Ordinary General Meeting: ❯ 9 natural persons representing the member mutuals having the position of Chairman of the Board of Directors of their mutual; ■ 4 Directors elected for their qualifications who have the status of Independent Directors as defined by the AFEP ‑ MEDEF task force and in the internal bylaws of the Board of Directors (see appendix 4 of section 8.1.3.4); ■ 2 Directors elected by Company employees. ❯ the co ‑ optation of Nicolas Assémat on 19 May 2022 to replace Jean ‑ Pierre Constant. The ratification of his appointment occurred during the General Meeting of 10 June 2022; ❯ the appointment, on 10 June 2022, of Anne Guérin to replace Caroline Grégoire Sainte Marie. ❯ During the 2022 fiscal year, its membership was modified following: As of 31 December 2022, the membership of the Board of Directors was as follows: Chairman:
Independent, chosen for their qualifications:
Isabelle Bordry ❯ Ada Di Marzo ❯ Anne Guérin ❯ Elie Harari ❯
Employee representatives:
Isabelle Chasseur ❯ Christophe Mercier ❯
Representing the Social and Economic Committee:
Catherine Guibert ❯
Secretary of the Board:
Cécile Daubignard ❯
The average age of the Directors is 57. The General Meeting of Groupama Assurances Mutuelles did not use the authority provided for in Article 21 of the bylaws to appoint non ‑ voting Directors.
Vice ‑ Chairman: Jean ‑ Yves Dagès ❯ Jean ‑ Louis Pivard ❯
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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES
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