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24 February 2005
As announced on 9 February, the Groupama S.A. General Meeting ratified the appointment of three outside directors to the Groupama S.A. Board of Directors for a 6-year term of office.
The men in question are Frédéric Lemoine, 39, Jean Salmon, 57, and Philippe Vassor, 51.
These appointments raise the number of directors from 13 to 16, i.e. 11 representatives of the Regional Mutuals, 2 directors elected by the employees of Groupama S.A. and 3 outside directors.
Following the appointments, the Groupama S.A. Board of Directors set up three specialised committees whose mission is to prepare the work of the Board:
– The Audit and Accounts Committee, chaired by Frédéric Lemoine, will be principally concerned with examining the draft accounts to be submitted to the Board, examining the consistency of internal control mechanisms, risk monitoring and adherence to ethical principles, and examining internal audit work and the annual internal control report. It will also select the Auditors.
– The Compensation & Appointments Committee, chaired by Francis Aussat, will be mainly responsible for proposals relating to the compensation of the principal officers, the allocation and distribution of directors’ fees, and examining proposals relating to the composition and organisation of the Board of Directors. It will also carry out the annual review of the modus operandi of the Board of Directors.
– The Covenants Committee, chaired by Philippe Vassor, will be principally responsible for analysing procedures relating to the application of the reinsurance covenant and, more generally, the covenants established between Groupama S.A., its subsidiaries and the Regional Mutuals. It will also analyse the covenants set up, either directly or through an intermediary, between Groupama S.A. and its principal officers, or one of its shareholders with more than 10% of the voting rights.
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