Groupe Renault - 2020 Universal Registration Document

289 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 Missions of the Board of Directors 3.1.5.3 Excerpt of the Board Charter provisions governing the missions of the Board of Directors The Board of Directors shall determine, on the proposal of the Chief Executive Officer, the strategic orientations of the Company’s activities, taking into account social and environmental issues. It shall ensure their implementation. Subject to the powers expressly granted to shareholders’ meetings and within the limits of the Company’s corporate purpose, the Board shall address any matter relating to the proper operation of the Company and settle by its deliberations any matters affecting the Company. In accordance with applicable laws and regulations, and pursuant to the terms and conditions set forth, as the case may be, in this Board Charter, the Board of Directors shall: have authority to convene general meetings of the P shareholders of the Company and to determine the agenda of such meetings; examine and approve the parent company financial and P consolidated financial statements, report on its activity in the annual report and approve the statutory and regulatory reports; examine the Group’s annual budget and medium-term plan P presented by the Chief Executive Officer and any modification thereto; discuss each year the strategic orientations of the Company P and the Alliance, taking into account social and environmental issues; examine on a regular basis any opportunities and risks P associated with the strategy that it has defined; give its opinion on any important decision that is not in line P with the Company’s strategy; be alerted by Senior Management, at the earliest opportunity, P of the occurrence of any external event or internal developments that significantly affect the Company’s outlook or the forecasts that have been presented to the Board of Directors; promote long-term value creation by the Company and the P Group, taking into account ethical, social and environmental responsibility issues; choose the form of exercise of the Senior Management in P accordance with Article 17 of the Company’s articles of association; appoint or dismiss the Chairman, the Chief Executive Officer P and, as the case may be, on the proposal of the Chief Executive Officer, the Deputy Chief Executive Officer(s), and determine their compensation; determine the powers of the Chief Executive Officer and, as the P case may be, in agreement with the Chief Executive Officer, those of the Chief Operating Officer(s); decide, on the proposal of the Chairman, to create committees P in accordance with applicable law and provisions of the articles of association and this Board Charter; determine, on the proposal of the Chairman, the duties P assigned to the committees created in accordance with applicable law and provisions of the articles of association and this Board Charter; appoint, on the proposal of the Governance and Compensation P Committee, the members of the committees created in accordance with applicable law and provisions of the articles of association and the Board Charter; determine every year, on the proposal of the Governance and P Compensation Committee, the list of directors considered to be independent according to the criteria set forth in the AFEP-MEDEF Code; allocate, on the proposal of the Governance and Compensation P Committee, attendance fees among directors in accordance with this Board Charter; decide to grant stock options and/or performance shares to P eligible Group employees and corporate officers in accordance with the authorizations granted to the Board by the Annual General Meeting; present to the Annual General Meeting a report on corporate P governance; monitor the implementation of the system for preventing and P detecting bribery and influence peddling; monitor the implementation of a non-discrimination and P diversity policy; define the Company’s financial communication policy; P ensure that shareholders and investors are provided with P relevant, balanced and educational information about strategy, the development model, the way in which material extra-financial issues affecting the Company are taken into account and the Company’s long-term outlook; and authorize agreements and undertakings governed by P Articles L. 225-38 et seq. of the French Commercial Code. The Board of Directors shall also carry out any controls and verifications it deems appropriate. Each director shall receive any information necessary for the performance of his/her duties. The Chairman shall periodically, and at least once a year, add to the agenda of a Board meeting a review of the budget, the industrial strategy of the Group, market developments, the competitive environment and the main issues, including concerning ethics and the Group’s social and environmental responsibility, the Group’s financial strategy and the Company’s policy regarding gender equality and equal pay. The Board of Directors shall meet at least once a year without the presence of senior executive officers. These meetings shall be dedicated, in particular, to the assessment of the performance of the Chief Executive Officer and, as the case may be, the Deputy Chief Executive Officer(s), and the review of their respective compensation.