Groupe Renault - 2020 Universal Registration Document

294 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 Missions Excerpt of the Board Charter provisions governing the missions of the CARC The CARC shall monitor issues concerning the preparation and audit of the financial statements and accounting and financial information, as well as the effectiveness of internal audit and risk management systems. In that respect, the Board assigns the following duties to the CARC: regarding the financial statements: P monitor issues relating to the preparation and audit of the P financial statements and financial information, carry out a prior examination of the Company’s financial P statements, particularly the annual and half-year parent corporate and consolidated financial statements, and monitor the statutory audit thereof by the statutory auditors; the examination of the annual financial statements shall be accompanied by a presentation by management describing the exposure to risks, including social and environmental risks and the Company’s material off-balance sheet commitments along with accounting options selected, ensure the relevance and constancy of accounting methods P used to prepare the parent corporate and consolidated financial statements, particularly in respect of material transactions and in order to prevent any breach of such rules, examine the scope of consolidated companies and, as the P case may be, the reasons for which companies have not been included therein, examine, before their publication, draft annual and half-year P financial statements, activity reports, results and all financial statements (including forecasts) prepared for the purposes of specific material transactions, and important financial press releases relating thereto before they are published, examine, in financial terms, certain transactions proposed by P the Chief Executive Officer and presented to the Board of Directors, such as capital increases, purchases of participations and acquisitions or disposals, be informed annually of the Group’s financial strategy and P of the terms of the Group’s main financial transactions, and ensure the quality of procedures implemented to ensure P compliance with financial markets regulations; regarding external control: P oversee the selection procedure for statutory auditors and P submit to the Board a recommendation on the statutory auditors proposed for appointment by the general meeting of the shareholders, as well as a recommendation in the event of a renewal of the appointment of one or more statutory auditors, monitor the statutory auditors’ performance of their P assignments, including by reviewing their audit plan and program of work, the results of their verifications, their recommendations and related next steps, examine each year with the statutory auditors the P breakdown of fees invoiced by the statutory auditors between audit services in the strict sense, audit-related services and any other services, approve the provision by the statutory auditors of P non-prohibited services, other than the certification of the financial statements, as authorized by applicable regulations, ensure that the statutory auditors meet independence P requirements and take necessary measures in accordance with applicable law, and mediate, as the case may be, on areas of disagreement P between the statutory auditors and Senior Management that may arise in such activities; regarding internal control: P monitor the effectiveness of the Group’s internal control and P internal audit systems and procedures, including regulatory and operational compliance, examine with internal audit officers the plans for internal P control work and action, the conclusions of such work and action, the resulting recommendations and related outcome, be informed by Senior Management of any complaints by P third parties or internal information relating to criticism of the Company’s accounting documents or internal control procedures, as well as procedures adopted for that purpose and steps taken to address such complaints or criticism, and examine the section relating to internal control and risk P management procedures included in the Company’s annual management report; regarding risks: P monitor the effectiveness of systems and procedures for P identifying and assessing the Group’s risks concerning procedures relating to the preparation and treatment of accounting and financial information, examine material risks and off-balance sheet commitments, P assess the importance of failures or weaknesses reported to it and inform, as the case may be, the Board of Directors, and ensure, as the case may be, that a system for preventing and P detecting bribery and influence-peddling has been implemented. As part of its duties, the CARC shall hear the statutory auditors, particularly during meetings concerning the examination of the process for preparing financial information and accounting information, in order for the statutory auditors to report on the performance of their duties and the conclusions of their work. The CARC shall also hear finance, accounting, treasury and internal audit officers. These hearings must be held, if the committee so wishes, without the presence of the Company’s Senior Management. The CARC shall report to the Board regularly on the performance of its duties. It shall also report on the results of the audit of the financial statements, the way in which such audit contributed to the integrity of financial information and the role it played in this process. It shall inform the Board without delay of any difficulty encountered.