Groupe Renault - 2020 Universal Registration Document

264 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPOSITION, PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE in terms of seniority, the Company seeks a balance between P experience within the Board of Directors and progressive renewal of its composition; the Board of Directors expects a high level of commitment and P ethics from each of its members. Policy implementation To implement this diversity policy, the Board of Directors uses annual evaluations of its work (for more details on the Board’s evaluation, see section 3.1.7 of the Universal registration document). The progressive and planned renewal of the terms of offices makes it possible to anticipate the skills to be renewed or to evolve according to the evolution of the industry and of the markets in which the Company operates. Implementation of the diversity policy in 2020: the number of members of the Board of Directors was reduced to P 16 Directors. This number remains higher than the average for CAC 40 companies, but is explained by the level of representation of the employees and of the reference shareholders in accordance with the law, the articles of association or agreements entered into with Nissan, and the desire to ensure the presence of a majority of Independent Directors. As such, the independence rate of the Board of Directors as of December 31, 2020 was 66.7% (1) , up from the rate of 64.3% as of December 31, 2019; the number of women on the Board of Directors at the close of the P 2020 Annual General Meeting stands at six, i.e. a feminization rate of 50.0% (1) , stable compared to the previous year. Moreover, three of the Board of Directors’ four committees are chaired by women; the Strategy Committee’s expertise in the automotive industry P and in executive management especially, was reinforced by the appointment of Ms Annette Winkler, former Vice-Chairman of Daimler AG and former Chief Executive Officer of Smart, as Chairwoman of this Committee in February 2020; the Board of Directors contains four different nationalities and a P majority of Directors who work or have worked abroad or in international groups; Directors benefit from in-house training provided by Groupe Renault’s employees and training provided by external organizations. This training helps them to exercise their mandate to the fullest, by enabling them to quickly acquire the specific skills of a company director. In addition, their professional background as well as their trade union activity within Groupe Renault gives them a solid knowledge of the Group’s organization and activities; three Directors representing employees and one Director P representing employee shareholders are fully associated in the work of the Board of Directors and its committees. These four the changes in the composition of the Board of Directors P committees are part of the continuing implementation of this diversity policy of the Board of Directors. With the exception of the Directors appointed on the proposal of Nissan and the Directors designated by the French State, no contracts or agreements have been concluded with main shareholders, clients, suppliers, or other parties allowing any of these persons or one of their representatives to be selected as a member of the Board or other Senior Management body in the Company, thus mitigating potential or actual conflicts of interest. Diversity policy applied to Senior Management The Board of Directors also oversees the deployment of the Group's diversity policy by Senior Management. In light of this, the Board of Directors and the Ethics and CSR Committee annually review the Group's diversity and inclusion policy, and more specifically the policy on the balanced representation of women and men on the governing bodies. As of December 31, 2020, there were two women on the Board of Management, including the Deputy Chief Executive Officer. At its meeting on February 18, 2021, the Board of Directors, on the proposal of the Senior Management, defined the following objectives for gender diversity within its governing bodies including the Board of Management, the Corporate Management Committee, and the Brand Management Committees. The percentage of women on the governing bodies should reach 30% before or in 2030, 35% before or in 2035 and 50% before or in 2050. For further information on these objectives and the diversity policy applied within the Group, see chapter 2.4.1.2 of the Universal registration document. Excluding the directors representing employees and the director representing employee shareholders. (1)