Groupe Renault - 2019 Universal Registration Document

03

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

Governance and Compensation Committee

3.1.6.3

NUMBER OF MEMBERS

NUMBER OF MEETINGS (1)

MEMBERS AS OF DECEMBER 31, 2019

5

13 2019

Mr Thomas * (Chairman) P Ms Darmaillac * P Mr Derez * P

Mr Personne ** P Mr Vial P

4

13

vs.

vs.

2019

2018

2018

PERCENTAGE OF INDEPENDENT DIRECTORS **

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

ATTENDANCE RATE

75%

93.1%

87.5%

93.8%

vs.

vs.

2019

2018

2019

2018

Total number of meetings of the Appointments and Governance Committee and the Compensation Committee for 2018 and total number of meetings of these (1) committees and the Governance and Compensation Committee for 2019.

Composition The Board Charter lists the principles governing the composition of the Governance and Compensation Committee.

Excerpt of the Board Charter provisions governing the composition of the Governance and Compensation Committee The committee shall consist of three (3) to six (6) members appointed by the Board, the majority of whom shall be selected from among the Independent Directors. The Chair of the Committee shall be appointed by the Board, on the proposal of the Governance and Compensation Committee, from among the Independent Directors. A director representing the employees shall be appointed as a member of this committee. The committee may not include any senior executive officer.

Missions

Excerpt of the Board Charter provisions governing the missions of the Governance and Compensation Committee The Board assigns the following duties to the Governance and Compensation Committee: regarding the selection of directors and the composition of P committees: be informed of Senior Management’s plans relating to the P appointment of members of the Executive Committee of the Group; regarding the operation of the Board and the governing P bodies:

assess potential candidates for vacancies on the Board of P Directors, particularly in the event of unexpected vacancies or the appointment of additional directors, taking into account the Company’s diversity policy, assess the appropriateness of renewing the terms of office P of directors that have expired, taking into account the Company’s diversity policy, examine any proposal relating to the designation of P committee members and Chairs, taking into account the Company’s diversity policy, and formulate a recommendation to the Board regarding these proposals, and recommend the appointment of a Lead Independent Director; P regarding the succession of senior executive officers: P prepare, when the expiry of their terms of office is P approaching, recommendations for the succession of the Chairman and the Chief Executive Officer, establish a succession plan for the Company’s senior P executive officers; senior executive officers may be involved in the committee’s work in performing this mission, and

ensure that the senior executive officers implement a P non-discrimination and diversity policy, particularly regarding balanced representation of women and men within governing bodies, assist the Board in performing its periodic assessments, P prepare the process for assessing the Board’s members, P organization and operation (including that of its committees) and oversee the Board’s self-assessment process, in accordance with the recommendations of the AFEP-MEDEF Code, assess the proper operation of governing bodies and P subsequently formulate recommendations to the Board, monitor changes in the Company’s shareholding structure P and how the Company takes such changes into account with a view to monitoring the representation of shareholders (including employee shareholders) in its governance, assess every year whether each director may individually be P considered as independent within the meaning of the AFEP-MEDEF Code,

294 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

Find out more at www.groupe.renault.com