Groupe Renault - 2020 Universal Registration Document

290 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 Activity of the Board of Directors 3.1.5.4 in 2020 In 2020, in a context marked by the COVID-19 epidemic, the Board of Directors met 12 times. The average length of the meetings of the Board of Directos was four hours, it being specified that one meeting, dedicated to the Group’s strategy, lasted a full day. In addition, as every year, the independent directors participated in two meetings held by the Chairman of the Board of Directors, without the members of Senior Management being present ("executive sessions"). Moreover, the members of the Board of Directors held two lunch meetings with the members of Senior Management. Finally, the directors representing employees and the director representing employee shareholders participated in four meetings held with members of Senior Management. All decisions on the Board of Directors meeting agenda were discussed, the agenda being amended to include items affecting the Company, thus demonstrating the Board of Directors’ high degree of agility. In 2020, the attendance rate was 94.6% (for details of attendance rates for each individual director, see chapter 3.1.2 of the Universal registration document). The Board of Directors discussed and passed resolutions on the following items relating to the key aspects of its remit: Group strategy The Board of Directors examined the following main strategic topics: the new Renaulution strategic plan; P the Group's situation concerning, among other things, sales and P markets, manufacturing, human resources and finances during the COVID-19 crisis; the "2o22 plan" for reducing fixed costs; P the bank loan secured by the French State and entered into on P May 20, 2020; profitability in Europe; P the launch of the E-TECH range. P As every year, the Board of Directors held its annual strategic seminar to discuss topics of importance to Groupe Renault. During this seminar, the directors learned about and tested the vehicles from Groupe Renault's E-TECH range. The Chief Executive Officer and operational managers gave them an in-depth presentation on the macroeconomic environment of the automotive market and Groupe Renault's strategy and business outlook. Group's social and environmental challenges As every year, the Board of Directors identified social and environmental issues as some of its key concerns. The Board reviewed the following topics in 2020: the process of defining Renault's raison d’être ; P the non-discrimination and diversity policy, in particular with P regard to the balanced representation of women and men in management bodies and beyond, as well as the equal pay policy applicable within the Group, pursuant to Article 1.7 of the AFEP-MEDEF Code and French Law No. 2018-771 of September 5, 2018, on the freedom to choose one's professional future; the circular economy; P Group compliance with CAFE standards; P Group hygiene, safety, and environmental policies. P Governance of the Group In 2020, the Board of Directors notably: decided to appoint Mr. Luca de Meo as Chief Executive Officer of P the Company with effect from July 1, 2020; delivered a favorable opinion on the appointment of Ms. Clotilde P Delbos as Deputy Chief Executive Officer of Renault S.A. from July 1, 2020; took note of the expiry of the directorships of Ms. Olivia Qiu and P Mr. Thierry Derez at the end of the 2020 Annual General Meeting and their desire not to seek a renewal of their term of office. The Board of Directors, on the recommendation of the Governance and Compensation Committee, decided not to replace them and, consequently, to reduce the number of directors from 18 to 16 at the end of the 2020 Annual General Meeting; approved the list of independent directors, on the P recommendation of the Governance and Compensation Committee; discussed the composition of its specialized committees; P co-opted Mr. Joji Tagawa as a director nominated by Nissan to P replace Mr. Yasuhiro Yamauchi for the remainder of the latter's term of office until the 2022 Annual General Meeting; approved the amendment of the procedures for appointing the P director representing employee shareholders and submitted, as a consequence, the modification of Article 11 of the articles of association of Renault S.A. to the Annual General Meeting on April 24, 2020. For details on the procedures for appointing the director representing employee shareholders, see chapter 3.1.1 of the Universal Registration Document; took note of the renewal of the terms of office of Mr. Frédéric P Barrat, Mr. Richard Gentil, and Mr. Eric Personne as directors representing the employees, following the Group elections held from October 5 to 8, 2020; convened the Annual General Meeting initially scheduled on April P 24, 2020, in particular by setting its agenda. Because of the public health emergency caused by the COVID-19 pandemic, the Board of Directors decided to postpone the Annual General Meeting to June 19, 2020. At that time, the Board decided, pursuant to French Order No. 2020-321 of March 25, 2020, to hold the Annual General Meeting without the physical presence of the shareholders and other persons entitled to attend; reviewed the summary reports submitted by the Chairperson of P each specialized committee; instructed an external consulting firm to evaluate the Board's P operation and the individual contributions of its members; approved the compensation of the Chairman of the Board of P Directors, the Chief Executive Officer, and the Interim Chief Executive Officer for the 2019 financial year ; and set their compensation policies for the 2020 financial year; reviewed the budgetary envelope and the policy for allocating P directors' compensation; set the terms of the performance share plan for 2020; P