Groupe Renault - 2020 Universal Registration Document

259 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 03 COMPOSITION, PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS GROUPE RENAULT GROUPE RENAULT: A COMPANY THAT ACTS RESPONSIBLY CORPORATE GOVERNANCE FINANCIAL STATEMENTS RENAULT AND ITS SHAREHOLDERS ANNUAL GENERAL MEETING OF RENAULT ON APRIL 23, 2021 ADDITIONAL INFORMATION Powers of the Chairman of the Board of Directors The Company’s articles of association specify that the Board of Directors must appoint one of its members as its Chairman; this must be a natural person, who may be elected for more than one term. Excerpt of the Board Charter provisions governing the powers of the Chairman of the Board of Directors The Chairman shall organize and direct the Board of Directors’ work, on which he/she shall report to the General Meeting of Shareholders. The Chairman shall determine the schedule and the agenda of and convene the Board meetings. The Chairman shall chair the meetings of the Board of Directors. If the Chairman is unable to attend, Board meetings shall be chaired (i) by the Lead Independent Director or (ii) if there is no Lead Independent Director, or if he/she is absent or unable to attend, by the Chair of the Governance and Compensation Committee. Except in specific circumstances, the Chairman is the sole person empowered to communicate on behalf of the Board of Directors, in accordance with the principle of collegiality of the Board. The Chairman shall ensure that Renault’s corporate bodies correctly operate, particularly the Board of Directors and its committees. The Chairman shall ensure that directors receive the information they need to fulfill their duties and, more generally, that they are able to take part in the work of the Board of Directors and its committees. In addition, the Chairman shall also ensure that members of the Board of Directors take part in the Board of Directors’ work effectively, with diligence, expertise and loyalty, and that they take the time necessary to address the issues, including strategic issues, concerning Renault, the Group and the Alliance with Nissan and Mitsubishi (the “Alliance”). The Chairman shall ensure that the work of the Board of Directors is well organized, in a manner conducive to constructive discussion and decision-making. The Chairman shall lead the work of the Board of Directors and coordinate its work with that of the committees, which he/she may consult, at any time, on any matter within their competence. In that respect, the Chairman may add any matter he/she deems relevant to the agenda of any meeting of a committee of the Board of Directors. The Chairman may attend, if he/she so wishes, committee meetings, except where his/her personal situation is being discussed. The Chairman shall have access to the committees’ work. Other duties of the Chairman: The Chairman shall also have the following duties, which he/she shall perform in liaison with the Chief Executive Officer: be the contact person of Nissan and Mitsubishi in respect of P any discussion regarding the organization and development of the Alliance; propose to the Board of Directors any new agreement or P alliance that he/she deems useful for Renault’s future; and subject to applicable laws and regulations, as well as the P provisions of the agreements entered into among Alliance members, be selected as Renault’s candidate for appointment to the management or administrative bodies of the Alliance and of its members. The Chairman shall keep the Board of Directors informed of the performance of his/her duties relating to the Alliance and shall make recommendations on any decisions to be taken on this matter. In all circumstances, the Chairman shall, together with the Chief Executive Officer, work to ensure the development of the Alliance and to strengthen and secure the relations between Renault, Nissan and Mitsubishi. Finally, the Chairman shall work to ensure that high-quality relations are maintained with Renault shareholders and shall contribute to promoting Renault’s values and image among its staff and partners. The Chairman shall have access to the Company’s corporate functions that he/she needs in order to perform his/her duties. The Chairman may ask the Chief Executive Officer for any information that may be useful for the performance of his/her duties, as well as for the work of the Board of Directors or its committees, including regarding the operation, the organization and the development of the Alliance, strategy, financial reporting, major investment and divestment projects and major financial transactions.