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

be kept informed by the Chairman of the Board each time a P director cannot attend or take part in a vote due to a conflict of interest; it shall examine the directors’ periodic declarations of conflicts of interest, as the case may be, prepare a list of matters likely to give rise to conflicts of interest and report accordingly to the Board, submit a report on the composition and operation of the P Board and on the Board’s diversity policy, and issue an opinion on draft resolutions relating thereto which will be submitted to the General Meeting of Shareholders in accordance with applicable laws and regulations, assess whether governance practices within the Company P comply with the AFEP-MEDEF Code and the recommendations of the Autorité des Marchés Financiers and of proxy advisors and ensure their continued compliance therewith, and highlight deviations from the recommendations of the P make recommendations to the Board concerning all P compensation items, the pension and benefits system, benefits in kind and the various pecuniary rights of the Chairman and the Chief Executive Officer, including, as the case may be, the granting of stock options or free shares in the Company and, in relation thereto, prepare the annual assessment of senior executive officers; ensure that the elements of the Chairman’s and the Chief P Executive Officer’s compensation are closely linked with the implementation and results of the Group’s strategy; Committee activity This committee met thirteen times in 2019. The attendance rate was 93.1% (for details of attendance rate for each individual director, see chapter 3.1.2 of the Universal registration document). Its activity included the following: the separation of the functions of Chairman of the Board of P Directors and Chief Executive Officer; the appointment of Mr Jean-Dominique Senard as Chairman of P the Board of Directors and Mr Thierry Bolloré as Chief Executive Officer of the Company; determination of the components of the compensation of the P Chairman and Chief Executive Officer and the conditions of his departure; determination of the components of the Deputy Chief Executive P Officer’s compensation for the 2018 financial year; determination of the compensation policies for the Chairman and P Chief Executive Officer, the Chairman of the Board of Directors and the Chief Executive Officer for the 2019 financial year; regulated agreements relating to the compensation of Mr Thierry P Bolloré in connection with his appointment as Chief Executive Officer; AFEP-MEDEF Code and prepare related explanations; regarding the compensation of senior executive officers: P

ensure that the compensation policy, its structure and its P elements comply with applicable law and with the recommendations of the AFEP-MEDEF Code, propose to the Board, as the case may be, the amount of the P variable portion of the compensation of senior executive officers, after assessing the fulfillment of the related performance criteria, carry out a prior examination of the terms and conditions of P any service agreement that a director or senior executive officer of the Company may wish to enter into; and submit to the Board, every year, a draft report on the P compensation policy and issue an opinion on draft resolutions relating thereto which will be submitted to the General Meeting of Shareholders in accordance with applicable laws and regulations; regarding director compensation: P make recommendations on the overall amount and P arrangements for apportioning attendance fees allotted to directors, and examine the section relating to director compensation P included in the report on corporate governance; regarding compensation of the Group’s main executives: P be informed of the compensation policy for members of the P Executive Committee of the Group, and formulate recommendations on all types of incentive P mechanisms for employees of the Company and, more broadly, Group companies, including employee savings plans, supplementary pension plans, reserved issuances of securities giving access to the capital and grants of stock options or free shares. reviewing the list of Independent Directors pursuant to the criteria P specified in the AFEP-MEDEF Code, in particular the criterion relating to significant business ties; the Board of Directors’ assessment for the 2018 financial year; P the report on corporate governance published in the 2018 P Registration document; the agenda of the Annual General Meeting of June 12, 2019; P the appointment of Ms Annette Winkler as an Independent P Director; the composition of the Board of Directors’ committees; On this P occasion, the Committee recommended that the Board reorganize its committees (for details of this reorganization, see chapter 3.1.6 of the Universal registration document); monitoring the achievement rate of the 2016 performance share P allocation plans; the methods for calculating the performance criteria for the 2017 P performance share plan; performance share allocation plans for the 2019 financial year; P

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019