Groupe Renault - 2019 Universal Registration Document

03

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

concerning the committees: P a more balanced composition of committees in terms of profiles P and skills, reports on the work of the various committees in terms of P improved structure and completeness; concerning the relationship with Senior Management: P an improvement in the relationship of trust and transparency P between Senior Management and the Board of Directors and in collegiality within the Board of Directors, a positive assessment of the management team’s implementation P of the decisions made by the Board of Directors; concerning the composition of the Board: P the appointment of Ms Annette Winkler, in response to the P desire to broaden the Board of Directors’ expertise by recruiting executives with experience in the automotive world.

An analysis of the responses reveals the following areas for improvement: concerning Renault’s strategy: P the desire of Board of Directors members to be even more P involved in defining budgetary and strategic trajectories, the need to devote more time to monitoring the implementation P of Renault’s long-term strategy, the desire of Board of Directors members to better understand P the impact of decisions made at the Alliance level; the desire to have more time to handle CSR issues in a P cross-functional manner; the desire to review the Group’s risks more thoroughly at Board of P Directors level (not just at Committee level); and the desire to continue strengthening the Board of Directors’ P automotive profiles and to reduce the total number of directors.

Implementation of the “comply or explain” rule 3.1.8

Pursuant to the provisions of Article L. 225-37-4 of the French Commercial Code, the Company refers to the AFEP-MEDEF Code, whose recommendations it follows. Pursuant to the “comply or explain” rule in Article 27.1 of the AFEP-MEDEF Code and the provisions of Article L. 225-37-4 of the French Commercial Code, the recommendations of that Code that have not been followed and the related explanations are summarized in the table below:

Recommendation of the AFEP-MEDEF Code (January 2020 version)

Comments

Director independence criteria Article (9.5)

At its meeting on February 13, 2020, the Board of Directors reviewed Mr Pierre Fleuriot’s situation with regard to Criterion 1 of the AFEP-MEDEF Code in view of his appointment as director of Nissan proposed by Renault at the Nissan Extraordinary General Meeting of February 18, 2020, pursuant to the agreements existing between the two companies. The AFEP-MEDEF Code states that one of the criteria that the Board of Directors must examine to rule out the status of Independent Director is “not being or not having been, during the previous five years, an employee, executive officer or director of a company within the company’s scope of consolidation.” According to the AFEP-MEDEF guidelines, this recommendation also applies when the director exercises “a term of office in a company in which the former holds a non-majority but significant shareholding, or in a sister company”. Please note that Nissan is not fully consolidated by Renault. Renault has significant influence over Nissan and therefore recognizes its stake in Nissan using the equity method (for more details on Renault’s stake in Nissan, see note 12 to chapter 4.2.6.4 of the Universal registration document). The Board of Directors, on the recommendation of the Governance and Compensation Committee, held that Renault’s proposal to appoint its Lead Independent Director to the Nissan Board of Directors with a view to developing and strengthening cooperation between the Boards of Directors of the two Alliance partners was not such as to call into question Mr Pierre Fleuriot’s freedom of judgment and independence with respect to Renault. Furthermore, if such a situation were to give rise to any conflict of interest, the provisions of the Board Charter requiring the director in question to abstain from participating in the Board’s deliberations and voting would apply. At its meeting of October 11, 2019, the Board of Directors decided (i) to terminate Mr Thierry Bolloré’s office as Chief Executive Officer of Renault SA with immediate effect and (ii) to appoint, with immediate effect, Ms Clotilde Delbos as Chief Executive Officer of Renault SA for an interim period, until a new Chief Executive Officer is appointed. Given the exceptional circumstances and transitory nature of this situation, the Board of Directors held, on the recommendation of the Governance and Compensation Committee, that there was no reason to terminate Ms Clotilde Delbos’ employment contract with Renault s.a.s., which corresponds to her functions as Chief Financial Officer of Groupe Renault (separate from her office as interim Chief Executive Officer of Renault SA) which she continued to exercise under the supervision of the Chairman of Renault s.a.s., Mr Jean-Dominique Senard. This temporary situation will end with the arrival of Mr Luca de Meo as Chief Executive Officer of Renault SA and Chairman of Renault s.a.s. on July 1, 2020

Termination of the employment contract of the Chief Executive Officer (Article 22.1)

298 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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