Groupe Renault - 2020 Universal Registration Document

288 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 Review of the Lead Independent Director’s activity in 2020 During the financial year 2020, Mr. Pierre Fleuriot attended all meetings of the Board of Directors, of the Audit, Risks and Ethics Committee and of the Governance and Compliance Committee. The Lead Independent Director plays a major role in the governance of the Company by fulfilling several missions, which focus on the following areas: Governance and compensation As Lead Independent Director, Mr. Pierre Fleuriot was closely involved in the work of the Governance and Compensation Committee, particularly during the process of selecting a new Chief Executive Officer following the dismissal of Mr. Thierry Bolloré, and in determining the compensation of executive officers. Board of Directors’ meetings The Lead Independent Director was actively involved in preparing the Board of Directors’ meetings by giving his opinion on meeting agendas and by ensuring the quality of the information given to members of the Board of Directors and its committees. In 2020, Mr. Pierre Fleuriot asked, among other things, that a number of specific topics be examined by the Board of Directors in light of current events in the Group and the automotive industry. He had regular discussions with all directors, in particular the various committee chairmen. Discussions with the Senior Management and Independent Directors In the context of the COVID-19 epidemic, Mr. Pierre Fleuriot each had regular discussions with: the Independent Directors, to ensure that the conditions were in P fact met for them to be able to fully exercise their mandate; the Chairman of the Board of Directors, the Chief Executive P Officer, the members of the Group Executive Committee, and the heads of key functions (VP, Group Accounting, General Counsel, Head of Tax, etc .), as well as the statutory auditors. He also kept himelf informed of the latest news of the Group and its competitors. Relations with shareholders As part of his office as Lead Independent Director, Mr. Pierre Fleuriot also met with institutional shareholders during the second half of 2020 as part of a governance roadshow, where he presented the different changes in the Board of Director's operation and noted the shareholders’ main concerns and expectations. He reported these concerns and expectations to the Board of Directors. Operation of the Board of Directors 3.1.5.2 The rules governing the operation of the Board of Directors are specified in the Board Charter. The latest version of the Board of Directors’ Charter was adopted by the Board of Directors at its meeting of June 12, 2019, on the basis of the work of the Appointments and Governance Committee. This update aims to take into account both the evolution of the Company’s governance and the version of the AFEP-MEDEF Code of June 2018. Excerpt of the Board Charter provisions governing the operation of the Board of Directors The Board of Directors shall be convened to discuss a specific agenda. Each director shall be free and shall have the responsibility to request the Chairman to add certain items to the draft agenda if he/she believes that they fall within the competence of the Board of Directors. The Chairman shall inform the Board of this addition. The Board of Directors may during any meeting, in case of emergency, discuss matters that are not on the agenda which was previously communicated. The Chairman shall ensure that the directors receive, including from the Chief Executive Officer, any documents and information necessary to perform their duties. Minutes shall be drawn up for each meeting of the Board of Directors in accordance with applicable laws and provisions of the articles of association.