Groupe Renault - 2019 Universal Registration Document

03

COMPOSITION, PREPARATION AND ORGANISATION OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

Lead Independent Director The Board of Directors has decided to maintain a Lead Independent Director appointed from among the independent directors despite the separation of the functions of Chairman of the Board of Directors and Chief Executive Officer. The position of Lead Independent Director was first filled in 2019 by Mr Philippe Lagayette, whose term of office as Director expired at the Annual General Meeting of June 12, 2019. At its meeting on July 25, 2019, the Board of Directors then appointed Mr Pierre Fleuriot as Lead Independent Director for the remainder of his term of office as Director, i.e., until the Annual General Meeting called to approve the financial statements for financial year 2021. The powers of the Lead Independent Director are set out in the Board Charter. of the Chief Operating Officer(s). Those meetings shall be convened, in particular, to assess the performance of the Chairman and Chief Executive Officer and, as the case may be, of the Deputy Chief Executive Officer(s), and to examine their respective compensation; the Lead Independent Director shall preside over the debates during such meetings; ensure that the Independent Directors liaise with the other P members of the Board of Directors and General Management; the Lead Independent Director shall work to ensure that the directors are able to fulfill their duties under the best possible conditions and, in particular, receive comprehensive information prior to the Board of Directors’ meetings; prevent conflicts of interest, particularly by carrying out P prevention and awareness-raising activities among the directors; the Lead Independent Director shall bring to the Chairman’s attention any potential conflicts of interest concerning the Chief Executive Officer and the Deputy Chief Executive Officers, as well as members of the Board of Directors he/she may have identified; be appointed by the Board of Directors as Chair or member of P one or more Committees of the Board of Directors; in any event, the Lead Independent Director may attend meetings and have access to the work of all committees; take note of requests made by directors regarding governance P and shall work to ensure that such requests are addressed; the Lead Independent Director shall assist the Chairman or the Chief Executive Officer in responding to shareholders’ requests, be available to meet some of them with the approval of the Chairman or the Chief Executive Officer, and inform the Board of shareholders’ concerns regarding governance; ensure compliance with this Board Charter; and P report on the assessment of his/her duties once a year to the P Board of Directors; the Lead Independent Director may be invited by the Chairman to report on his/her activities during Annual General Meetings.

Following an analysis of the independence of the Directors, on February 13, 2020, the Board of Directors, on the recommendation of the Governance and Compensation Committee and in accordance with the criteria set forth in the AFEP-MEDEF Code, drew up the following list of Directors classified as independent as at December 31, 2019: Catherine Barba, Miriem Bensalah Chaqroun, Marie-Annick Darmaillac, Olivia Qiu, Pascale Sourisse, Annette Winkler, Thierry Derez, Pierre Fleuriot and Patrick Thomas. Thus, as of December 31, 2019, the Company’s Board of Directors was composed of 18 members, 9 of whom were deemed to be independent. Pursuant to the recommendations of the AFEP-MEDEF Code, the directors representing the employees and the director representing employee shareholders have not been taken into account when calculating the independence rate, which is thus 64.3%.

Excerpt of the Board Charter provisions governing the Lead Independent Director The Board of Directors may, on the proposal of the Governance and Compensation Committee, appoint a Lead Independent Director from among directors considered to be independent. If the functions of the Chairman of the Board of Directors and the Chief Executive Officer are combined, the Board of Directors is required to appoint a Lead Independent Director.

The Lead Independent Director shall be appointed for a term that shall not exceed his/her term of office as director. He/she shall be eligible for reappointment as Lead Independent Director. The functions of the Lead Independent Director may be terminated at any time by the Board of Directors. The Lead Independent Director shall replace the Chairman in the following cases: if the Chairman is temporarily unavailable, for the duration of P his/her unavailability; in the event of the Chairman’s death, until the election of a P new Chairman. More generally, the Lead Independent Director shall chair meetings of the Board of Directors in the absence of the Chairman. The Lead Independent Director shall: be consulted by the Chairman regarding the agenda of each P meeting of the Board of Directors and the schedule of meetings; the Lead Independent Director may propose to the Chairman additional agenda items for a Board of Directors’ meeting or the convening of a Board of Directors’ meeting regarding a particular matter, whose importance or urgency would justify holding an extraordinary meeting; convene the Board in exceptional circumstances, after having P sought the opinion of all Committees Chairs; convene, at least once per year, if the functions of the P Chairman and the Chief Executive Officer are combined, a meeting of the Board’s members in the absence of the Chairman and Chief Executive Officer and, as the case may be,

284 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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