Groupama // Universal Registration Document 2022

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ADDITIONAL INFORMATION Company information

(c) among the Chairmen of metropolitan regional mutuals for a term of three years, expiring following the annual Ordinary General Meeting held in the year of the expiry of the term of office. The other members of the Executive Board of Chairmen of metropolitan regional mutuals are Vice ‑ Chairmen of the Mutual Insurance Advisory Board. The Executive Board prepares and monitors the work of the Mutual Insurance Advisory Board, particularly its relations with agricultural professional organisations and other players in the life of the territories. It meets as often as necessary for the initiative and whenever convened by the Chairman or, failing that, by the Deputy Chairman or a Vice ‑ Chairman. No one can be represented within the Executive Board or vote by proxy. Resolutions are adopted by a majority vote of the sitting members. The Chairmen’s Committee, composed of the Chairman, the Deputy Chairman, and the seven Vice ‑ Chairmen, regularly monitors the activity of the Mutual Insurance Advisory Board and prepares the work of the Executive Board. Operation of the Mutual Insurance Advisory Board The Mutual Insurance Advisory Board meets at least four times a year whenever convened by the Chairman or, if the Chairman is unavailable, by the Deputy Chairman or a Vice ‑ Chairman. By decision of the Chairman, meetings may be held by video conference or other method of telecommunication. These video ‑ conferencing or telecommunications means must meet technical characteristics enabling the identification of members and guaranteeing their effective participation in the meeting of the Mutual Insurance Advisory Board, whose deliberations are retransmitted continuously. These methods will transmit at least the sound of the participants’ voices and meet technical characteristics allowing the continuous and simultaneous retransmission of the deliberations. Each member has one vote, with the exception of associate members, who serve only in an advisory capacity. No one can be represented within the Board or vote by proxy. Resolutions are adopted by a majority vote of the sitting members. Members of the Mutual Insurance Advisory Board who participate in its meetings by video ‑ conferencing or any method of telecommunication are deemed as present for purposes of calculating quorum and majority. An attendance sheet is established for each meeting of the Mutual Insurance Advisory Board. The deliberations are recorded in minutes kept in a register and signed by the Chairman and the secretary of the meeting. The Board may temporarily or permanently establish within itself any committee or task force responsible for studying or monitoring a topic related to its missions, and, more generally, call on anyone whose qualifications would be useful in shedding light on its work in these committees or task forces.

8.1.2.25 Organisation and operation of the Mutual Insurance Advisory Board (Article 25) Chairman of the Mutual Insurance Advisory Board The Chairman of the Board of Directors serves as ex ‑ officio Chairman of the Mutual Insurance Advisory Board. The Chairman of the Board of Directors of the national mutual handles is responsible for its ongoing political representation with professional organisations representing the different categories of members, public authorities and administrations, as well as with member mutuals. The Chairman delegates powers of ongoing political representation to the Deputy Chairman and to the Vice ‑ Chairmen in one or more specific areas. The Chairman may also delegate part of these powers to any member of the Mutual Insurance Advisory Board. The Chairman convenes the Mutual Insurance Advisory Board and directs its work. If unable to attend, the Chairman is replaced by the Deputy Chairman or one of the Vice ‑ Chairmen. Executive Board of the Mutual Insurance Advisory Board The Executive Board of the Mutual Insurance Advisory Board is composed of the Chairman of the Board of Directors of the metropolitan regional mutuals and a Deputy Chairman or a Vice ‑ Chairman of each of these mutuals appointed as a member of the Mutual Insurance Advisory Board as mentioned in Article 22 of these bylaws. Each metropolitan regional mutual appoints the Deputy Chairman or the Vice ‑ Chairman serving as a member of the Mutual Insurance Advisory Board to sit on the Executive Board. The Deputy Chairman of the Mutual Insurance Advisory Board is elected by the Board on the Chairman’s proposal from (a) (b) The Mutual Insurance Advisory Board carries out its missions in the form of opinions, recommendations, and proposals for actions. Their implementation is decided by the competent administrative and management bodies of the national mutual. In particular, it may propose that the national mutual join or provide financial support to all professional organisations, consortiums, or companies of agricultural interest operating in the territories where the member mutuals operate and establish and develop permanent relationships with the professional organisations of different categories of members at the national, European, and international level. For its work, it relies on the resources made available to it by the Executive Management. design, carry out or have carried out, together with the member mutuals, the training of elected representatives, particularly to meet the requirements of the supervisory authority resulting from the provisions of the French Insurance Code. ❯

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES