Groupe Renault - 2020 Universal Registration Document

GROUPE RENAULT: A COMPANY THAT ACTS RESPONSIBLY

ANNUAL GENERAL MEETING OF RENAULT ON APRIL 23, 2021

CORPORATE GOVERNANCE

GROUPE RENAULT

FINANCIAL STATEMENTS

RENAULT AND ITS SHAREHOLDERS

ADDITIONAL INFORMATION

COMPOSITION, PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS

Governance and Compensation Committee

3.1.6.3

NUMBER OF MEMBERS

NUMBER OF MEETINGS

MEMBERS AS OF DECEMBER 31, 2020

5

5

Mr. Thomas* (Chairman) P Ms. Darmaillac* P Mr. Fleuriot* P

Mr. Personne** P Mr. Vial P

5

13

vs

vs

2020

2019

2020

2019

PERCENTAGE OF INDEPENDENT DIRECTORS**

Independent Director. * The Director representing employee shareholders is not taken ** into account for the calculation of the independence rate in accordance with the recommendations of the AFEP-MEDEF Code.

ATTENDANCE RATE

03

75%

100%

75%

93.1%

vs

vs

2020

2019

2020

2019

Composition The Board Charter lists the principles governing the composition of the Governance and Compensation Committee.

Excerpt of the Board Charter provisions governing the composition of the Governance and Compensation Committee The committee shall consist of three (3) to six (6) members

the Governance and Compensation Committee, from among the Independent Directors. A director representing the employees shall be appointed as a member of this committee. The committee may not include any senior executive officer.

appointed by the Board, the majority of whom shall be selected from among the Independent Directors. The Chair of the committee shall be appointed by the Board, on the proposal of

Missions

Excerpt of the Board Charter provisions governing the missions of the Governance and Compensation Committee The Board assigns the following duties to the Governance and Compensation Committee: regarding the selection of directors and the composition of P committees: be informed of Senior Management’s plans relating to the P appointment of members of the Executive Committee of the Group; regarding the operation of the Board and the governing P bodies:

assess potential candidates for vacancies on the Board of P Directors, particularly in the event of unexpected vacancies or the appointment of additional directors, taking into account the Company’s diversity policy, assess the appropriateness of renewing the terms of office P of directors that have expired, taking into account the Company’s diversity policy, examine any proposal relating to the designation of P committee members and Chairs, taking into account the Company’s diversity policy, and formulate a recommendation to the Board regarding these proposals, and recommend the appointment of a Lead Independent P Director; regarding the succession of senior executive officers: P prepare, when the expiry of their terms of office is P approaching, recommendations for the succession of the Chairman and the Chief Executive Officer, establish a succession plan for the Company’s senior P executive officers; senior executive officers may be involved in the committee’s work in performing this mission, and

ensure that the senior executive officers implement a P non-discrimination and diversity policy, particularly regarding balanced representation of women and men within governing bodies, assist the Board in performing its periodic assessments, P prepare the process for assessing the Board’s members, P organization and operation (including that of its committees) and oversee the Board’s self-assessment process, in accordance with the recommendations of the AFEP-MEDEF Code, assess the proper operation of governing bodies and P subsequently formulate recommendations to the Board, monitor changes in the Company’s shareholding structure P and how the Company takes such changes into account with a view to monitoring the representation of shareholders (including employee shareholders) in its governance, assess every year whether each director may individually be P considered as independent within the meaning of the AFEP-MEDEF Code,

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020