Groupama // Universal Registration Document 2022
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CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance
Offices held from 2018 to 2022 no longer held by Thierry Martel
Served within the Group in France
Groupama Holding Groupama Holding 2 Groupama Holding Filiales et Participations
Non ‑ Director Chief Executive Officer (end of term 7 June 2018) ❯ Non ‑ Director Chief Executive Officer (end of term 7 June 2018) ❯ Chairman of the Board of Directors (end of term 06 June 2018) ❯
Served outside the Group in France
Vice ‑ Chairman of the Board of Directors and Director (end of term 24 April 2020) ❯ Vice ‑ Chairman of the Board of Directors and Director (end of term 7 April 2020) ❯
Compagnie Financière d’Orange Bank La Banque Postale Assurances IARD
3.1.7.2 Steering Committee The Steering Committee develops, proposes, and implements the strategy of Groupama Assurances Mutuelles in accordance with the Group’s general strategies set by Mutual Insurance Advisory Board. It runs the French and international subsidiaries. It sets the major priorities for the work of the various departments of the Company and monitors the implementation of these decisions. The committee is made up of 11 members as of the end of 2022 and brings together representatives of the major departments of Groupama Assurances Mutuelles to meet with the Chief Executive Officer. Group Executive Committee The Group Executive Committee participates in the preparation and operational monitoring of the Group’s strategy. It implements strategy in the Group and ensures the operational coordination of all the entities’ business lines. The Group Executive Committee is made up of the Chief Executive Officers of the regional mutuals and the Senior Managers of Groupama Assurances Mutuelles. It is chaired by the Company’s Chief Executive Officer. It meets twice each month and may meet more often when the situation so requires. There are specialised Operating Committees (COMOP) – business lines, development, operational processes, information technology, finance, risk/control/compliance audit, Human Resources and communication – whose members include the appropriate executives from the Group’s entities. They contribute to the preparation of project files for the Group Executive Committee and propose steps to be taken on the operational level in accordance with the strategic guidelines. 3.1.7.3
3.1.8.2 3.1.8.3 Lack of service agreements As of the date of filing of this Universal Registration Document, there were no service agreements binding the members of the Company’s administrative and management bodies or any of its subsidiaries. The Company’s general secretariat is responsible for verifying the occurrence of any conflicts of interest between the duties of the persons referred to in point 3.1.1 and their private and/or professional interests. Note that the internal bylaws, in their Article 4.2.4, reiterate the Directors’ duties of loyalty and the rules for prevention of conflicts of interest. It has not identified any conflict of interest between the duties of the persons referred to in point 3.1.1 and their private and/or professional interests. As far as the Company is aware, during the past five years: (i) no member of the Company’s Board of Directors has been sentenced for fraud (ii) no member of the Board of Directors has been involved in any bankruptcy or placed in receivership or liquidation, and (iii) no official public charges and/or sanctions have been issued against such persons by statutory or regulatory authorities (including by designated professional agencies). Furthermore, as far as the Company is aware, no Director has been prevented by any court of law from acting as a member of an administrative, management or supervisory body of any issuer or from participating in the management or the conduct of the business of any issuer in the past five years. There is no arrangement or agreement entered into with customers or suppliers under which any member of the Board of Directors or of the Company’s Executive Management would have been selected. Conflicts of interest in the management bodies
3.1.8
OTHER INFORMATION
3.1.8.1
Relations within the management bodies
As far as the Company is aware, there are no family ties amongst the members of the Company’s Board of Directors or amongst the members of the Executive Management.
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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES
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