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

Activity of the Board of Directors

ruled on the composition of its specialized committees; On this P occasion, the Board of Directors decided to reorganize its committees (for details of this reorganization, see chapter 3.1.6 of the Universal registration document); adopted the reports from the Chairs of each specialized P committee; performed an evaluation of its operation; P set the elements composing the compensation of the Chairman P and Chief Executive Officer and of the Deputy Chief Executive Officer for financial year 2019; set the compensation policies for the Chairman and Chief P Executive Officer, the Chairman of the Board of Directors and the Chief Executive Officer for financial year 2019; approved the compensation of Ms Clotilde Delbos in her capacity P as Interim Chief Executive Officer of the Company, and ruled on the financial conditions of Mr Thierry Bolloré’s departure; reviewed the overall budget and the allocation policy for the P directors’ attendance fees; determined the details of the performance share plan for 2019; P adopted the management report of the Board of Directors and the P report on corporate governance for the 2018 financial year, pursuant to Articles L. 225-100 and L. 225-37 of the French Commercial Code; analyzed and approved the answers to the written questions P asked by shareholders of the Company prior to the Annual General Meeting; reviewed the non-discrimination and diversity policy in particular P with regard to the balanced representation of women and men in management bodies and beyond, as well as the equal pay policy within the Group, pursuant to Article 1.7 of the AFEP-MEDEF Code and the law No. 2018-771 of September 5, 2018 for the freedom to choose one’s professional future; reviewed the final conclusions of the internal verification mission at P Renault by the Ethics and Compliance department, which was given that task on November 23, 2018, and made recommendations on the necessary measures, particularly in terms of internal organization, required by the situations identified during those verifications; reviewed the conclusions of the joint audit mission conducted P with Nissan for RNBV and asked Senior Management to approach Nissan to jointly remedy the deficiencies found as soon as possible and to examine at the RNBV level the legal actions available in the Netherlands.

3.1.5.4

in 2019 In 2019, the Board of Directors met fourteen times. The average length of the meetings of the Board of Directos was three hours, it being specified that one meeting, dedicated to the Group’s strategy, lasted a full day. All decisions on the Board of Directors meeting agenda were discussed, the agenda being amended to include items affecting the Company, thus demonstrating the Board of Directors’ high degree of agility. In 2019, the attendance rate was 89.1% (for details of attendance rates for each individual director, see chapter 3.1.2 of the Universal registration document). The Board of Directors discussed and passed resolutions on the following items relating to the key aspects of its remit: Corporate governance During the course of 2019, the Board achieved the following: noted the resignation of Mr Carlos Ghosn from his positions as P Chairman of the Board of Directors and Chief Executive Officer of Renault with effect from January 23, 2019 and from his position as director with effect from June 12, 2019; decided to separate the functions of Chairman of the Board of P Directors and Chief Executive Officer. On that occasion, the Board Directors appointed Mr Jean-Dominique Senard as Chairman of the Board of Directors and Mr Thierry Bolloré as Chief Executive Officer of the Company; decided to end the term of office as Chief Executive Officer of P Mr Thierry Bolloré and to appoint Ms Clotilde Delbos as Interim Chief Executive Officer of the Company while a process for the appointment of a new Chief Executive Officer is conducted; decided to maintain a Lead Independent Director appointed from P among the Independent Directors at the end of Mr Philippe Lagayette’s term of office and to appoint Mr Pierre Fleuriot in that capacity as from July 25, 2019; proposed to the Annual General Meeting of June 12, 2019 the P appointment of Ms Annette Winkler as Independent Director to replace Ms Cherie Blair, whose term of office expired; established the list of Independent Directors, on the proposal of P the Appointments and Governance Committee; convened the Annual General Meeting held on June 12, 2019, inter P alia , by setting its agenda;

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019