Groupe Renault - 2019 Universal Registration Document

03

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

the policy for the allocation of attendance fees; P changes in the Renault supplementary pension plan following the P adoption of the Pacte Law; the changes brought about by the Pacte Law in terms of P compensation and communication on equity ratios; the succession plan for executive officers; P

the end of the term of office as Chief Executive Officer of P Mr Thierry Bolloré and the appointment of 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; the financial conditions for Mr Thierry Bolloré’s departure; P the compensation components of Ms Clotilde Delbos as Interim P Chief Executive Officer of the Company; and the management of the selection process for a new Chief P Executive Officer.

Strategy Committee

3.1.6.4

NUMBER OF MEMBERS

NUMBER OF MEETINGS

MEMBERS AS OF DECEMBER 31, 2019

8

3

Ms Qiu * (Chairwoman) P Ms Barba * P Ms Bensalah Chaqroun * P Mr Courbe P

Mr Gentil ** P Mr Ostertag ** P Ms Winkler * P Mr Yamauchi P

8

3

vs.

vs.

2019

2018

2019

2018

PERCENTAGE OF INDEPENDENT DIRECTORS **

Independent Director. * In accordance with the recommendations of the **

ATTENDANCE RATE

66.7%

79.2%

AFEP-MEDEF Code, the director representing employee shareholders and the directors representing the employees are not taken into account when calculating the independence rate.

80%

85.2%

vs.

vs.

2019

2018

2019

2018

Composition The Board Charter lists the principles governing the composition of the Strategy Committee.

Excerpt of the Board Charter provisions governing the composition of the Strategy Committee The committee shall consist of three (3) to eight (8) members Directors. Directors who are members of the committee must appointed by the Board. The Chair of the Committee shall be have (i) in-depth knowledge of the industrial or digital sector or appointed by the Board, on the proposal of the Governance and (ii) specific skills in international development. Compensation Committee, from among the Independent

Missions

Excerpt of the Board Charter provisions governing the missions of the Strategy Committee The Strategy Committee’s main duty, as part of the work of the Board of Directors, shall be to regularly review the overall strategy of the Group and the Alliance, including, but not limited to, the following:

the competitiveness of production sites and of their supplier P base; growth and financial strategy; and P the Group’s geographical expansion strategy, P and to make recommendations to the Board of Directors in this respect.

mergers and acquisitions, disposals, strategic and partnership P agreements that have a material impact on the strategy of the Group and the Alliance; the strategy as regards product and technology development; P

296 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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