Groupe Renault - 2019 Universal Registration Document

RENAULT: A RESPONSIBLE COMPANY

ANNUAL GENERAL MEETING OF RENAULT ON APRIL 24, 2020

CORPORATE GOVERNANCE

GROUPE RENAULT

FINANCIAL STATEMENTS

RENAULT AND ITS SHAREHOLDERS

ADDITIONAL INFORMATION

COMPOSITION, PREPARATION AND ORGANISATION OF THE BOARD OF DIRECTORS

Limitation on the powers of the Chief Executive Officer The Board Charter specifies that the Board of Directors is to deliberate on the strategic orientations of the Company once a year, including those relating to the Alliance, as proposed by the Chief Executive Officer, taking into account social and environmental issues. It examines any changes to be made to these orientations and gives its opinion before any major decision that may be deemed not to be consistent with the Company’s strategy. In addition, the Board Charter limits the powers of the Chief Executive Officer as follows:

Excerpt of the Board Charter provisions governing the limitations on the powers of the Chief Executive Officer

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The Chief Executive Officer must obtain the authorization of the Board of Directors for any external growth transaction and any acquisition or disposal of any ownership in any company, whether existing or to be created, where the amount exceeds €250 million.

The Chief Executive Officer must inform the Board of Directors of any external growth transaction and any acquisition or disposal of any ownership in any company, whether existing or to be created, where the amount exceeds €60 million. The Board of Directors shall determine every year the total amount of sureties ( cautions ), endorsements ( avals ) or guarantees ( garanties ), which the Chief Executive Officer may provide without requesting the Board’s specific authorization.

Composition of the Board of Directors 3.1.2 The members of the Board of Directors are appointed by the Annual General Meeting, with the exception of the Director designated by the French State pursuant to Article 4 of French Order No. 2014-948 of August 20, 2014 on corporate governance and equity transactions in companies with public shareholding and the Directors representing the employees.

Diversity policy applied to the Board of Directors

Pursuant to Article L. 225-37-4 of the French Commercial Code, the Board, of Directors has defined a diversity policy based on its past practices. Policy criteria The composition of the Board of Directors seeks a balance between experience, competence, independence and ethics, all while respecting a balanced representation of women and men and a diversity of recruitment in line with the internationalization of Groupe Renault. More precisely: regarding the size of the Board of Directos, the number of Board of P Directors members must be such as to enable reconciliation of the skills, independence and specificities of Groupe Renault’s shareholding; regarding gender balance, the Company must comply with the P law, the recommendations of the AFEP-MEDEF Code and best market practices; diversity is not limited to different nationalities and cultures but P extends to the knowledge of foreign markets and of international development challenges; in terms of skills, the Company seeks above all the P complementarity of skills, profiles and experiences but also their relevance to the Company’s strategy and to the challenges it faces; in terms of seniority, the Company seeks a balance between P experience within the Board of Directors and progressive renewal of its composition; the Board of Directors expects a high level of commitment and P ethics from each of its members.

The term of office for Directors is four years. Pursuant to the recommendations of the AFEP-MEDEF Code, these terms of office are staggered, to avoid them all ending and coming up for renewal at the same time. Excerpt of the Board Charter provisions governing the composition of the Board of Directors The composition of the Board aims to achieve a balance between professional experience, qualifications, independence and ethics, together with a balanced representation of women and men and diversity in terms of recruitment consistent with the Group’s international development.

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019