Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

TABLE 4 – STOCK OPTIONS ALLOCATED DURING THE FINANCIAL YEAR TO EACH EXECUTIVE OFFICER (TABLE NO. 4 AS PER AFEP-MEDEF CODE RECOMMENDATIONS) No stock options were allocated to the senior executive officers during the financial year.

TABLE 5 – STOCK OPTIONS EXERCISED DURING THE FINANCIAL YEAR BY EACH EXECUTIVE OFFICER (TABLE NO. 5 AS PER AFEP-MEDEF CODE RECOMMENDATIONS) Mr Carlos Ghosn no longer holds any stock options. Mr Thierry Bolloré did not exercise any stock options during the 2019 financial year. Ms Clotilde Delbos does not hold any stock options. TABLE 6 – PERFORMANCE SHARES ALLOCATED DURING THE FINANCIAL YEAR TO EACH EXECUTIVE OFFICER (TABLE NO. 6 AS PER AFEP-MEDEF CODE RECOMMENDATIONS) Number and date of the plan Number of shares Value of performance shares using the method adopted for consolidated accounts Date of acquisition

Availability date

Conditions of performance

Carlos Ghosn

N/A

N/A

N/A

N/A

N/A

N/A

No. 26 6/12/2019

Thierry Bolloré Clotilde Delbos

5,520  (1)

177,592

6/12/2022

6/12/2022

Yes

N/A N/A At its meeting on November 8, 2019, the Board of Directors decided that the allocation rate of the 50,000 performance shares that had been granted to Mr Thierry Bolloré in (1) respect of the 2019 financial year would be pro-rated to take into account his actual presence within Renault SA during the vesting period. The number of Mr Thierry Bolloré’s performance shares for financial year 2019 could thus amount to a maximum of 5,520 performance shares if all the performance criteria are met at the end of the 3-year period. N/A N/A N/A N/A

TABLE 7 – PERFORMANCE SHARES ALLOCATED TO EACH EXECUTIVE OFFICER WHICH VESTED DURING THE FINANCIAL YEAR (TABLE NO. 7 AS PER AFEP-MEDEF CODE RECOMMENDATIONS)

Number and date of the plan Number of shares becoming available during the financial year Vesting conditions

Carlos Ghosn Thierry Bolloré Clotilde Delbos

N/A N/A N/A

N/A N/A N/A

N/A N/A N/A

Compensation of directors in 2019 3.2.2.6 Pursuant to the provisions of Article L. 225-45 of the French Commercial Code, the Annual General Meeting may allocate compensation to the directors, the amount of which is maintained until a new decision. The Combined General Meeting on June 15, 2018 set the annual compensation amount to be divided among the directors for the 2018 financial year and subsequent financial years at €1,500,000, until the Annual General Meeting decides otherwise. Recommendation 21.1 of the AFEP-MEDEF Code stipulates that compensation paid to directors must include a variable portion relating to effective attendance at Board of Directors and committee

meetings. This variable portion must be predominant compared to the fixed portion. The rules for the allocation and calculation of directors’ compensation comply with this recommendation. For 2019, the directors received the following: a fixed portion; P a variable portion which depends on the effective attendance of P members at Board of Directors and/or committee meetings. Committee Chairs receive dedicated compensation for their additional responsibilities in this role. In addition, the Chairman of the Board of Directors does not receive any compensation for his position as a director.

The calculation rules for 2019 were as follows:

Fixed portion Variable portion (per meeting)

Chairmanship

Board of Directors

€18,000 € 1,500 €1,500

€6,000 €3,000 €3,000

€ 0

Audit, Risks and Ethics Committee (CARE)

€15,000 €7,500

Committees (excluding CARE)

312 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

Find out more at www.groupe.renault.com

Made with FlippingBook - professional solution for displaying marketing and sales documents online