Groupe Renault - 2019 Universal Registration Document
03
INTERNAL VERIFICATIONS BY THE ETHICS AND COMPLIANCE DEPARTMENT – AUDIT OF RNBV CORPORATE GOVERNANCE
INTERNAL VERIFICATIONS BY THE ETHICS 3.4 AND COMPLIANCE DEPARTMENT – AUDIT OF RNBV
Verifications by the Ethics and Compliance department Following the arrest of Mr Carlos Ghosn in Japan on November 19, 2018, the Company carried out internal investigations to ascertain whether there were facts within Groupe Renault similar to those alleged against him by the Japanese judicial authorities. These verifications related to (i) the compensation and benefits of all kinds of the Chairman and CEO and the members of the Group Executive Committee, (ii) the expenses of the Chairman’s office and the General Management, (iii) the operations carried out by Renault with partners based in the Middle-East, whose names have been publicly quoted, and (iv) Renault’s operations with other companies whose names have also been publicly quoted, including RNBV and other Nissan or Alliance entities incorporated in the Netherlands. Following the verifications, facts were brought to the attention of the judicial authorities (see chapter 3.5 of Renault’s 2018 Registration document). Facts and commitments that could constitute breaches of the rules of ethics in force within Groupe Renault have led to the implementation of an action plan in two areas: Strengthening of checks relating to compensation of the Chief P Executive Officer and members of the Group Executive Committee; Strengthening of checks relating to spending of Senior P Management. The action plan was presented to the Audit Committee on March 11, 2019 and was monitored during committee meetings on April 1 and October 14, 2019.
Compensation and benefits of any kind of the Chairman and Chief Executive Officer and of the members of the Group Executive Committee It is reminded that the Ethics and Compliance department was also mandated by Renault’s Senior Management in 2018, to review the regularity of all the compensation components and benefits of any kind paid or awarded by the Group to the Chairman and Chief Executive Officer and to the members of the Renault Group Executive Committee, as well as to verify the accuracy of the information relating to the compensation of the Chairman and Chief Executive Officer included in Renault’s Registration documents for the financial years from 2010 to 2018. The conclusions were stated in the 2018 Registration document. This mission was extended to 2019 and concluded that all the compensation components and benefits of any kind paid or allocated by the Group to the Chairman, the Chief Executive Officer and to other members of Renault’s Group Executive Committee for the financial year 2019, complied with French regulations and the recommendations of the AFEP-MEDEF Code. Audit of Renault-Nissan b.v. In January 2019, Renault and Nissan initiated a joint audit on Renault-Nissan b.v. (RNBV). The Audit, Risks and Ethics Committee of Renault validated the launch of this audit on January 17, 2019 and a “Privileged Audit” was launched on February 4. This audit was conducted by an audit firm appointed by a Dutch law firm under the supervision of Renault and Nissan’s Internal Audit departments, and covered the governance, control, compliance, and accounts of RNBV. The Audit, Risk and Ethics Committee, the Board of Directors and the Statutory Auditors of the Company were regularly informed of the progress of the audit, with the definitive conclusions being communicated to the Board of Directors on June 4, 2019, and the final audit report being submitted on July 11, 2019. These conclusions have confirmed the questions raised by certain expenses by RNBV for a total in the order of €11 million. Within the framework of the RNBV governance bodies and in accordance with the request by the Renault Board of Directors, Renault and Nissan are currently looking at the legal action possible in the Netherlands. Last, the Public Prosecutor of Nanterre published, on February 19, 2020, a press release announcing the opening of an investigation relating in particular to the same expenses paid by RNBV of which “travel and event expenses […] - likely to be private." Renault s.a.s. immediately joined the proceedings as a plaintiff on February 24, 2020.
330 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