Groupe Renault - 2019 Universal Registration Document

03

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

Committee activity The CARC met eleven times in 2019, with an attendance rate of 92.3% (for details of attendance rate for each individual director, see the table in chapter 3.1.2 of the Universal registration document). Pursuant to the applicable laws and regulations in force and the AFEP-MEDEF Code, the CARC dealt in particular with the following topics: examining the Group’s consolidated financial statements, the P financial statements of the Company and Renault s.a.s. for 2018, the Group’s consolidated financial statements for the first half of 2019, and the related financial press releases. In particular, the CARC studied the valuation of assets in the operational sector, asset depreciation tests, and trends in the automotive market and their consequences on the Company’s financial performance; reviewing the accounting and financial impacts of certain Group’s P partnerships; monitoring the 2019 performance with respect to the budget; P the preparation of the 2020 budget; P reviewing the draft financial resolutions proposed to the Annual P General Meeting of June 12, 2019; reviewing the guarantees granted in 2019; P monitoring the 2019 internal audit plan and presentation of the P 2020 internal audit plan; the external audit plan presented by the Statutory Auditors as P part of their statutory auditing mission; the independence of the Statutory Auditors; P monitoring the non-audit services provided by the Statutory P Auditors; the Statutory Auditors’ renewal process; P mapping of the corruption risks and update on the action plan for P

internal control and risk control (mapping of the Group’s major P risks); updating of the country risk assessment methodology; P internal control self-assessment; P monitoring of the main legal and tax disputes; P developments in the management report on Internal Control P (formerly included in the report of the Chairman of the Board of Directors); strengthening the regulatory compliance system; P monitoring of the internal verifications mission entrusted to the P Ethics and Compliance department as well as the audit mission carried out on RNBV (for more details regarding this mission and the audit mission carried out on RNBV in 2019, see chapter 3.4 of the Company’s consolidated financial statements and parent P corporate financial statements were examined by CARC during its meetings, held in due time in accordance with the AFEP-MEDEF Code; one of CARC’s missions is to monitor the effectiveness of the internal P control and risk management systems, described in chapter 1.5. As part of this, the examination of the financial statements by the committee, in the presence of the Chief Financial Officer and of the Head of Audit, Risk and Ethics, is accompanied by a presentation given by the Statutory Auditors describing the key aspects of the work performed, their conclusions on the accounting approaches adopted, and developments in regulations in this area; and the CARC also auditioned the Company’s Statutory Auditors P without senior management being present. After each CARC meeting a report is presented to the next meeting of the Board of Directors. These reports allow the Board of Diretors to be fully informed, thus facilitating its deliberations. Furthermore, minutes are drawn up after each CARC meeting and submitted for the approval of all its members. the Universal registration document). The following points may also be noted:

the implementation of the French “Sapin II Act”; Groupe Renault’s actions to prevent corruption; P RCI’s governance and risk control scheme; P monitoring of financial risks; P

Ethics and CSR Committee

3.1.6.2

NUMBER OF MEMBERS

NUMBER OF MEETINGS

MEMBERS AS OF DECEMBER 31, 2019

5

1

Ms Darmaillac * P (Chairwoman) Ms Barba * P Mr Barrat ** P

Mr Personne ** P Ms Serizawa P

2019

2019

PERCENTAGE OF INDEPENDENT DIRECTORS **

ATTENDANCE RATE

Independent Director. * In accordance with the recommendations of the ** AFEP-MEDEF Code, the directors representing the employees are not taken into account when calculating the independence rate.

66.7%

80%

2019

2019

292 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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