Groupe Renault - 2020 Universal Registration Document

03

COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE

Compensation of Mr. Luca de Meo as Chief Executive Officer in 2020

On the recommendation of the Governance and Compensation Committee, the compensation policy of the Chief Executive Officer for the 2020 financial year was set by the Board of Directors on February 13, 2020, then approved by the Annual General Meeting on June 19, 2020 (fourteenth resolution). For more details on the compensation policy of the Chief Executive Officer for the 2020 financial year, see chapter 3.2.4.2 of the 2019 Universal registration document. The compensation components of Mr. Luca de Meo for the 2020 financial year presented below are part of the information indicated in Article L. 22-10-9 I. of the French Commercial Code notably including the total compensation and benefits of any kind paid in respect of the their corporate offices during the 2020 financial year or awarded in respect of the same financial year to all directors and corporate officers. This information will be submitted to a general vote in application of I of Article L. 22-10-34 of the French Commercial Code during the Annual General Meeting of April 23, 2021. Moreover, in application of II of Article L. 22-10-34 of the French Commercial Code, the Annual General Meeting of April 23, 2021 will be asked to approve a specific draft resolution on the total compensation and benefits of any kind paid during the 2020 financial year or awarded in respect of the same financial year to Mr. Luca de Meo in respect of his office as Chief Executive Officer. It is recalled that the payment of the variable compensation to the Chief Executive Officer for the 2020 financial year is subject to the approval by the Annual General Meeting of April 23, 2021 of the components of the overall compensation and of benefits of any kind paid or allocated to the Chief Executive Officer for the 2020 financial year.

3.2.2.2

Performance shares: 52% of total compensation

30% (3)

Free cash flow (FCF)

20% (3)

Total Shareholder Return (TSR)

Percentage of models manufactured on the Alliance platforms

30% (3)

M

R

E

T

G

N

O

L

Fixed portion: 29% of total compensation

Total carbon footprint

20% (3)

S

H

O

R

T

T

M

E

R

(1)

( )

(2)

OM 30%

16.66%

Customer Satisfaction/ Quality

30% FCP

20% Revenues

16.66%

Quality of CSR and environmental commitments

20%

16.66%

CO 2 emissions (CAFE regulation)

Renault-Nissan-Mitsubishi Alliance

Annual variable portion : 19% of total compensation

(1) Qualitative criteria, as a % of the fixed portion. (2) Quantifiable criteria, as a % of the fixed portion. (3) As a percentage of the award.

The total compensation of the Chief Executive Officer for the 2020 financial year corresponds to the strict implementation of his compensation policy, which has not been adjusted despite the major disruptions caused by the Covid-19 crisis. The table below presents the information for the specific vote on Mr. Luca de Meo’s compensation components as Chief Executive Officer:

Compensation components submitted for approval Fixed compensation 2020 Annual variable compensation

Amounts awarded in respect of the past financial year or book value

Amounts paid during the past financial year

Presentation

€650,000 (from July 1 to December 31, 2020)

€650,000 (from July 1 to December 31, 2020)

The Chief Executive Officer receives an annual fixed compensation of €1,300,000, payable in twelve monthly instalments (prorated from July 1, 2020).

€0

€418,773 (amount awarded in respect of the 2020 financial year and payable in 2021)

The Chief Executive Officer’s annual variable portion fully payable in cash corresponds to a percentage of the fixed portion that may reach 150% if all performance objectives are fully achieved. In a spirit of responsibility towards all of the Group's stakeholders who have made efforts or experienced the effects of the coronavirus crisis around the world, Luca de Meo decided, in agreement with the Board of Directors, on May 7, 2020, to waive the benefit of the minimum variable compensation which had initially been set, as part of the compensation policy for the Chief Executive Officer for the year 2020, at 100% of the fixed compensation to be paid in 2020. On February 18, 2021, on the recommendation of the Governance and Compensation Committee, the Board of Directors set the rate of achievement of the performance criteria that determine the amount of annual variable compensation for the Chief Executive Officer in respect of the 2020 financial year.

306 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020

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