Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

COMPENSATION OF COMPANY OFFICERS 3.2

As stated in the introduction to chapter 3 of the Universal registration document, and pursuant to the provisions of Article L. 225-37-4 8° of the French Commercial Code, the Company refers to the recommendations of the AFEP-MEDEF Code.

General principles relating to the compensation of the 3.2.1 corporate officers Once a year, as recommended by the Governance and Compensation Committee, the Board of Directors sets the components of the compensation awarded to the corporate officers. The Company’s compensation policy is regularly reviewed at meetings of the Governance and Compensation Committee, which is composed mainly of Independent Directors and chaired by an Independent Director in accordance with the Board of Directors’ charter. In its recommendations, the Governance and Compensation Committee takes into account the balance of the different components of the corporate officers’ compensation. The compensation policy for the non-executive corporate officer is based on a fixed compensation and does not include any variable or exceptional cash compensation, nor compensation for directorship. The compensation policy for the executive officer is based on six simple, stable, transparent practices:

1 P Closely linked to the Company’s strategy

The compensation is closely linked to the implementation and results of the strategy. P

2 P Performance-oriented

The variable component of the executive officer’s compensation represents a fraction of the total compensation P that is more significant compared to the one usually applied in the market and ensures the interests of the executive officer are aligned with the Company’s performance. No variable compensation is granted in the event of under-performance. P A large part of the executive officers’ compensation depends on multi-year targets being achieved. P The number of performance shares allocated to the executive officer is expressed as an absolute number, rather P than a percentage of the salary, so that upward and downward fluctuations in the share price affect the corresponding total value. The executive officer must retain 25% of the shares vested pursuant to performance share plans until the end of P his term of office. Competition between corporate officers in the automotive market is intense. It is therefore of prime importance P to ensure that the overall compensation of the executive officer is competitive compared to the practices of the Company’s peers, both CAC 40 companies and, more generally, comparable companies in the Automotive sector in Europe and worldwide. The setting of performance targets, a sufficiently long evaluation period, and compensation capping allow P excessive short-term risk-taking to be avoided.

3 P Focus on long-term performance 4 P Close alignment with shareholders

5 P Competitive compensation

6 P Compensation which does not encourage excessive risk-taking

These principles are established in compliance with the recommendations of the AFEP-MEDEF Code. More generally, the Governance and Compensation Committee regularly ensures that corporate officers’ compensation complies with all applicable laws and requirements in terms of corporate governance.

300 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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