Groupama // Universal Registration Document 2022

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CORPORATE GOVERNANCE AND INTERNAL CONTROL Related ‑ party transactions

This policy presents the organisation that implemented by the Group to achieve this objective and the organising framework of the system for managing non ‑ compliance risks, i.e. : the arrangements put in place within the Group in keeping with its strategy and its risk appetite; ❯ the roles and responsibilities of key players at the Group and company levels. ❯ The Group compliance policy applies to all companies of the Groupama group both in France and internationally, respecting the rules of proportionality as provided for in Directive 2009/138/EC, regardless of whether they are subject to Solvency II or to any equivalent legislation/regulation. Each Group company: means a person in charge of the key function of “compliance verification” whose name is reported to the ACPR or a ❯

The Group compliance policy is reviewed at least every 12 months by the bodies that approved it and updated whenever an important event occurs. For 2022, the Group’s compliance policy was updated to specify the organisation of the departments in charge of anti ‑ money laundering, terrorist financing, and asset freezing obligations, in accordance with the decree of 6 January 2021 following the order of 4 October 2020. drafts its own compliance policy on the basis of the Group compliance policy by adapting it in keeping with the principle of proportionality; ❯ implements the drafted compliance policy. ❯ compliance officer depending on whether they are subject to Solvency II or equivalent legislation/regulation;

3.6 RELATED ‑ PARTY TRANSACTIONS

Related ‑ party transactions are presented in Note 46 to the combined financial statements for the 2022 fiscal year, audited by the statutory auditors.

3.7 MAJOR CONTRACTS

Over the past two years, other than during the normal course of business, Groupama Assurances Mutuelles and the Group’s entities have not entered into any major agreements with third parties that would confer a major obligation or commitment on the entire Group consisting of Groupama Assurances Mutuelles and the Group’s entities. However, major agreements bind Groupama Assurances Mutuelles, its subsidiaries, and the Groupama regional mutuals. Groupama Assurances Mutuelles and its subsidiaries maintain close, long ‑ lasting economic relationships with the regional mutuals. These relationships focus mainly on the reinsurance of the regional mutuals by Groupama Assurances Mutuelles, and, to a lesser degree, on business relationships amongst the subsidiaries of Groupama Assurances Mutuelles and the regional mutuals in the areas of insurance, banking, and services.

By virtue of its new role as central body of the network of agricultural mutual insurance and reinsurance companies or mutuals, Groupama Assurances Mutuelles has the legal responsibility of ensuring the cohesion and smooth running of the network. It has administrative, technical and financial control over the organisation and management of the organisations within the network. It determines its strategic policies, issues any relevant instructions to this effect and oversees their successful implementation. It also takes any requisite measures to guarantee the solvency of not only each organisation within the network but of the Group as a whole, and to ensure they comply with all their respective obligations. In connection with this, the agreement has three main components: Instructions from the central body The agreement defines the scope and system for issuing instructions, these being one of the methods available to the central body for performing its role. Audits The agreement allows Groupama Assurances Mutuelles to conduct audits to verify the current and future economic and financial balances of each regional mutual, compliance with regulatory requirements and with the reinsurance agreement. Audits may also be conducted, under certain conditions, in the event of a loss posted by a regional mutual or in the event of non ‑ compliance by a regional mutual with an instruction issued by Groupama Assurances Mutuelles.

3.7.1

AGREEMENT FOR A SECURITY AND SOLIDARITY SYSTEM

On 17 December 2003, Groupama Assurances Mutuelles and the regional mutuals signed an agreement, amended on multiple occasions, for a security and solidarity system aimed at guaranteeing the security and the financial equilibrium of all the regional mutuals and Groupama Assurances Mutuelles and to organise financial solidarity amongst them.

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES