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
Changes in the composition of the Board of Directors in 2020 At its meeting on February 13, 2020, the Board of Directors noted that the terms of office of Ms Olivia Qiu and Mr Thierry Derez as Directors expire at the close of the 2020 Annual General Meeting and that they do not wish to seek the renewal of their terms of office. On the recommendation of the Governance and Compensation Committee, the Board of Directors decided not to replace them and, consequently, to reduce the number of directors from 18 to 16 at the end of the 2020 Annual General Meeting. Following the Annual General Meeting on April 24, 2020, the Board of Directors will be composed of 16 members and will be as follows:
Composition following the 2019 Annual General Meeting Composition following the 2020 Annual General Meeting
03
Independence rate Feminization rate
71.4% 46.7% 37.5%
58.3% 46.2% 33.3%
Rate of non-French directors
Therefore: the independence rate of the Board of Directors will remain above P that recommended by the AFEP-MEDEF Code; and the feminization rate will be above that required by law (namely a P proportion of women of at least 40%). It is reminded that, pursuant to the recommendation of the AFEP-MEDEF Code, the directors representing the employees and the directors representing employee shareholders are not taken into account when calculating the independence rate of the Board of Directors. For the sake of coherence, directors representing the employees and the director representing shareholder employees are not taken into account when calculating the percentage of non-French directors. Rights and obligations of the directors 3.1.4.1 The Board Charter specifies the rights and obligations of the Company directors with respect to: the rules governing the operation of the Board of Directors and its P committees; the duty of confidentiality; P the independence and the duty of expression; P the management of conflicts of interest; P ethical requirements with respect to financial market P transactions; and holding shares in the Company. Pursuant to the AFEP-MEDEF P Code, the Board of Directors’ Charter recommends that the directors hold a significant number of shares in registered form in a personal capacity in relation to the attendance fees received, except for directors who do not personally receive attendance fees. In this respect, the directors representing the employees and employee shareholders do not personally receive attendance fees (these being passed on to their respective trade unions); they are therefore not required to hold a significant number of shares in the Company. Furthermore, legislation prohibits directors designated by the French State from personally owning shares.
Moreover, pursuant to Article L. 225-27 of the French Commercial Code, directors representing the employees are not taken into account when calculating the percentage of women on the Board of Directors. Article L. 225-23 of the French Commercial Code resulting from Law No. 2019-486 of May 22, 2019 (Pacte Law) excludes directors representing employee shareholders from the calculation of the percentage of women on the Board. However, this provision enters into force at the end of the term of office of the employee shareholder representative in progress on the date of publication of the Pacte Law, i.e ., as regards Renault, at its Annual General Meeting to be held in 2021. Prior to that date, Renault will continue to take into account the Director elected on the proposal of employee shareholders when calculating the percentage of women on the Board of Directors.
Additional information about the directors 3.1.4
No convictions 3.1.4.2 To the best of Groupe Renault’s knowledge, none of the Company’s current corporate officers has, over the last five years: been convicted of fraud; P taken part as a corporate officer, general partner or founder in P bankruptcy, receivership, or liquidation proceedings; been the subject of any charge and/or official public sanction P pronounced by a statutory or regulatory authority; or been prevented by a court from acting as a member of an P administrative, management, or supervisory body of an issuer, or from taking part in managing or conducting the business of an issuer. interest To the best of the Company’s knowledge, there is no potential or actual conflict of interest between any of the private interests of the Company directors and their duties towards the Company. There are no family ties between the members of the Board of Directors. The corporate officers are not bound to the Company or any of its subsidiaries by a service contract providing for any form of benefit to be granted. No potential or actual conflicts of 3.1.4.3
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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019
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