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

The table below summarizes the results of the appraisal of the independence of directors as at December 31, 2019 in view of the criteria defined by the AFEP-MEDEF Code.

Employee or corporate officer (Criterion 1)

Significant business relationships (Criterion 3)

NEO  (1) variable compensation (Criterion 7)

Cross- directorships (Criterion 2)

Statutory Auditor (Criterion 5)

12 years on the Board (Criterion 6)

Ties with shareholders (Criterion 8)

Family ties (Criterion 4)

Status assigned

Jean- Dominique

SENARD

Yes

No

No

No

No

No

No

No

Non- independent Independent

Catherine BARBA Frédéric BARRAT Miriem BENSALAH- CHAQROUN Thomas COURBE

No

No No No

No No No

No No No

No No No

No No No

N/A N/A N/A

No No No

Yes

N/A (2)

03

No

Independent

No

No

No

No

No

No

N/A

Yes

Non- independent Independent Independent Independent

Marie- Annick

DARMAILLAC No

No

No

No

No

No

N/A

No

Thierry DEREZ

No No

No No No No No No No No No No No No

Yes

No No No No No No No No No No No No

No No No No No No No No No No No No

No No No No No No No No No No No No

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

No No No No No No

Pierre

FLEURIOT

No No No No No No No No No No No

Richard GENTIL

Yes

N/A (2) N/A (2) N/A (2)

Benoît

OSTERTAG Yes PERSONNE Yes

Éric

Olivia

QIU

No

Independent Non- independent Independent Independent Non- independent Independent Non- independent

Yu

SERIZAWA No

Yes

Pascale SOURISSE Patrick THOMAS

No No No

No No

Martin VIAL

Yes

Annette WINKLER No

No

Yasuhiro YAMAUCHI

No

Yes

CEO means “Chief Executive Officer”. (1) Pursuant to the provisions of the AFEP-MEDEF Code, the director representing employee shareholders and the directors representing the employees are not taken into (2) account when calculating the independence rate.

At its meeting on February 13, 2020, the Board of Directors reviewed the situation of Mr Jean-Dominique Senard with regard to Criterion 1 of the AFEP-MEDEF Code, which states that an Independent Director must not be an executive officer of a subsidiary. In view of his appointment as Interim Chairman of Renault s.a.s. on October 11, 2019, the Board of Directors noted that it was not possible to classify him as an Independent Director, despite the fact that all of the other independence criteria stated in the AFEP-MEDEF Code had been met. At its meeting on February 13, 2020, the Board of Directors reviewed Mr Pierre Fleuriot’s situation with regard to Criterion 1 of the AFEP-MEDEF Code in view of his appointment as Director of Nissan proposed by Renault at the Nissan Extraordinary General Meeting of February 18, 2020, pursuant to the agreements existing between the two companies. The AFEP-MEDEF Code states that one of the criteria that the Board of Directors must examine to rule out the status of Independent Director is “not being or not having been, during the previous five years, an employee, executive officer or director of a company within the company’s scope of consolidation”. According to the AFEP-MEDEF application guide, this recommendation also applies when the director exercises “a term of office in a company in which the former holds a non-majority but significant shareholding, or in a sister company”. Nissan is not fully consolidated by Renault. Renault has significant influence over Nissan and therefore recognizes its stake in Nissan using the equity method (for more details on Renault’s stake in Nissan, see Note 12 to chapter 4.2.6.4 of the Universal registration document).

The Board of Directors, on the recommendation of the Governance and Compensation Committee, held that Renault’s proposal to appoint its Lead Independent Director to the Nissan Board of Directors with a view to developing and strengthening cooperation between the Boards of Directors of the two Alliance partners was not such as to call into question Mr Pierre Fleuriot’s freedom of judgment and independence with respect to Renault. Furthermore, if such a situation were to give rise to any conflict of interest, the provisions of the Board charter requiring the director in question to abstain from participating in the Board of Directors’ deliberations and voting would apply. At its meeting on February 13, 2020, the Board of Directors also reviewed with particular attention the situation of Mr Thierry Derez in light of Criterion 3 of the AFEP-MEDEF Code. Pursuant to the recommendations of the French Financial Markets Authority, the Board of Directors assessed the relationship between Groupe Renault and Covéa from the point of view of each of the two groups, taking into account both quantitative and qualitative criteria (such as duration, continuity, economic dependence, exclusivity, organization of the relationship). On this occasion, the Board of Directors concluded that the links between the Company and Covéa – whether it is repairs entrusted to Renault garages, insurance marketed by RCI or real estate affairs – are not sufficiently significant or strategic for Groupe Renault.

283

GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019