Groupama // Universal Registration Document 2022
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ADDITIONAL INFORMATION Company information
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. 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. 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; ❯ Appendix 4 Criteria for independence
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. 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. ❯ 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; ❯
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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES
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