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

Review of the Lead Independent Director’s activity in 2019 During the financial year 2019 and until the end of his term as director, Mr Philippe Lagayette attended all meetings of the Board of Directors, the Compensation Committee and the Audit, Risks and Ethics Committee, which he chaired. Mr Pierre Fleuriot also attended all meetings of the Board of Directors and of the Audit, Risks and Ethics Committee, renamed Audit, Risks and Compliance Committee as from June 12, 2019, and meetings of the Governance and Compensation Committee. The Lead Independent Director plays a major role in the governance of the Company by fulfilling several missions, which focus on the following areas: Governance and compensation As Lead Independent Director, Mr Philippe Lagayette played a particularly important role in the implementation of Renault’s new governance structure. To that end, he participated in the selection process for the Chairman of the Board of Directors and chaired the Board of Directors’ deliberations on January 24, 2019 concerning the separation of the functions of Chairman and Chief Executive Officer, the division of roles between those two functions and the appointment of the Chairman and the Chief Executive Officer. Following his appointment as Lead Independent Director, Mr Pierre Fleuriot was closely involved in the work of the Governance and Compensation Committee, particularly in the process of selecting a new Chief Executive Officer following the dismissal of Mr Thierry Bolloré. They also participated in the determination of the compensation of executive officers both in connection with the departure of former directors and the appointment of new directors.

Board of Directors’ meetings The Lead Independent Director was involved in the preparation of the Board meetings, giving his opinion on the agendas for each of the meetings and overseeing the quality of the information supplied to the members of the Board of Directors and its committees. In 2019, both Mr Philippe Lagayette and Mr Pierre Fleuriot asked the Board of Directors to examine a number of specific points in light of current events at the Group and in the automotive industry. They regularly met with all the directors and in particular with the chairpersons of the various committees. Discussions with the senior management and Independent Directors Mr Philippe Lagayette and Mr Pierre Fleuriot each had regular discussions with: the Independent Directors, to ensure that the conditions are in P fact met for them to be able to fully exercise their mandate; the Chairman of the Board of Directors, the Chief Executive P Officer, the members of the Group Executive Committee, and the heads of key functions (VP, Group Accounting, General Counsel, Head of Tax, etc.), as well as the Statutory Auditors. They also kept themselves informed of the latest news of the Group and its competitors. Relations with shareholders During their term of office as Lead Independent Directors, Mr Philippe Lagayette and Mr Pierre Fleuriot reviewed the concerns of shareholders and in particular the major shareholders, and ensured that they were satisfactorily addressed by the Company.

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Operation of the Board of Directors 3.1.5.2 The rules governing the operation of the Board of Directors are specified in the Board Charter. The latest version of the Board of Directors’ Charter was adopted by the Board of Directors at its meeting of June 12, 2019, on the basis of the work of the Appointments and Governance Committee. This update aims to take into account both the evolution of the Company’s governance and the new version of the AFEP-MEDEF Code of June 2018.

Excerpt of the Board Charter provisions governing the operation of the Board of Directors The Board of Directors shall be convened to discuss a specific agenda.

The Chairman shall ensure that the directors receive, including from the Chief Executive Officer, any documents and information necessary to perform their duties. Minutes shall be drawn up for each meeting of the Board of Directors in accordance with applicable laws and provisions of the articles of association.

Each director shall be free and shall have the responsibility to request the Chairman to add certain items to the draft agenda if he/she believes that they fall within the competence of the Board of Directors. The Chairman shall inform the Board of this addition. The Board of Directors may during any meeting, in case of emergency, discuss matters that are not on the agenda which was previously communicated.

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019