Groupe Renault - 2019 Universal Registration Document

03

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

The Group’s strategy The Board of Directors reviewed the following strategic topics: the proposal by Fiat Chrysler Automobiles for a potential 50/50 P merger between Groupe Renault and Fiat Chrysler Automobiles; industrial performance and the FAST program; P sales performance; P As in previous years, the Board of Directors organized its annual one-day strategy seminar, which was held at the Technocentre, to discuss issues of importance to Groupe Renault. During this seminar, the directors were able to discover the future vehicles of Groupe Renault’s product range and benefit from an in-depth presentation, by operational managers, on the macroeconomic environment of the automotive market, the strategy of Groupe Renault and its prospects. Accounts and budget During the course of 2019, the Board of Directors achieved the following: approved Groupe Renault’s consolidated financial statements, the P parent company financial statements of the Company, and those of Renault s.a.s., for the 2018 financial year; determined the allocation of the 2018 profits and dividend P payments proposed to the Shareholder’s Annual General Meeting; examined the consolidated financial statements for the first half P of 2019; and reviewed the 2020 budget. P securing of the Group’s performance in Europe; P the medium/long-term strategy for After-sales. P

Related-party agreements During its meeting held on February 13, 2019, the Board of Directors: confirmed that, with the exception of the second amendment to P the Master Cooperation Agreement between the Company, Nissan, Daimler, RNBV and Mitsubishi, no regulated agreements were entered into during financial year 2018; and re-examined the related-party agreements entered into and P authorized during previous financial years, the performance of which continued during the 2018 financial year. At its meeting on April 3, 2019, the Board of Directors authorized the signature of a non-compete agreement with Mr Thierry Bolloré and the implementation of a supplementary pension commitment for Mr Thierry Bolloré. The non-compete agreement and the supplementary pension commitment were approved by the Shareholders’ Annual General Meeting on June 12, 2019. At its meeting of October 11, 2019, the Board of Directors decided to revoke Mr Thierry Bolloré from his position as Chief Executive Officer of the Company effective immediately. On that occasion, the Board of Directors noted that Mr Thierry Bolloré would (i) retain the rights acquired under the defined-contribution scheme under the conditions stated by the rules of that plan and (ii) lose the benefit of the defined-benefit scheme insofar as the benefit was subject to a presence condition in Groupe Renault at the time he asserted his retirement rights. At its meeting on November 8, 2019, the Board of Directors decided to waive the application of the non-compete undertaking of Mr Thierry Bolloré, and that consequently no indemnity would be due by the Company to Mr Thierry Bolloré under said non-compete agreement. For further details on the related-party agreements and undertakings, see chapter 4.3.2 of the Universal registration document.

288 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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