Groupe Renault - 2020 Universal Registration Document

295 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 Committee activity The CARC met five times in 2020, with an attendance rate of 100% (for details of attendance rate for each individual director, see the table in chapter 3.1.2 of the Universal registration document). Pursuant to the applicable laws and regulations in force and the AFEP-MEDEF Code, the CARC dealt in particular with the following topics: examining the Group’s consolidated financial statements, the P financial statements of the Company and Renault s.a.s for 2019, the Group’s consolidated financial statements for the first half of 2020, and the related financial press releases. In particular, the CARC studied the valuation of assets in the operational sector, asset depreciation tests, and trends in the automotive market and their consequences on the Company’s financial performance; reviewing the accounting and financial impacts of certain Group’s P partnerships; monitoring the 2020 performance with respect to the budget; P the preparation of the 2021 budget; P reviewing the draft financial resolutions proposed to the Annual P General Meeting of June 19, 2020; reviewing the guarantees granted in 2020; P monitoring the 2020 internal audit plan and presentation of the P 2021 internal audit plan; monitoring the red-rated audits and the related action plans; P the audit of the risk management system; P the external audit plan presented by the statutory auditors as part P of their statutory auditing mission; the independence of the statutory auditors; P the statutory auditors’ fees and the non-audit services provided by P them; the statutory auditors’ renewal process; P the "2o22 plan" for reducing fixed costs; P the Group's liquidity situation and credit rating; P mapping of the corruption risks and update on the action plan for P the implementation of the French “Sapin II Act”; Groupe Renault’s actions to prevent corruption; P the control carried out by the French Anti-Corruption Agency P (AFA); RCI’s governance and risk control scheme; P RCI's audit plan for 2020; P monitoring of financial risks; P monitoring of risks and of the risk management system P concerning cybercriminality; internal control and risk control (mapping of the Group’s major P risks); internal control self-assessment; P monitoring of the main legal and tax disputes; P developments in the management report on Internal Control P (formerly included in the report of the Chairman of the Board of Directors). The following points may be noted: the Company’s consolidated financial statements and parent P corporate financial statements were examined by CARC during its meetings, held in due time in accordance with the AFEP-MEDEF Code; one of CARC’s missions is to monitor the effectiveness of the P internal control and risk management systems, described in chapter 1.5. As part of this, the examination of the financial statements by the committee, in the presence of the Chief Financial Officer and of the Head of Audit, Risk and Ethics, is accompanied by a presentation given by the statutory auditors describing the key aspects of the work performed, their conclusions on the accounting approaches adopted, and developments in regulations in this area; and the CARC also auditioned the Company’s statutory auditors twice, P without Senior Management being present. After each CARC meeting a report is presented to the next meeting of the Board of Directors. These reports allow the Board of Diretors to be fully informed, thus facilitating its deliberations. Furthermore, minutes are drawn up after each CARC meeting and submitted for the approval of all its members. Ethics and CSR Committee 3.1.6.2 NUMBER OF MEMBERS NUMBER OF MEETINGS MEMBERS AS OF DECEMBER 31, 2020 5 vs 5 4 vs 1 Ms. Darmaillac* (Chairwoman) P Ms. Barba* P Mr. Barrat** P Mr. Personne** P Ms. Serizawa P 2020 2019 2020 2019 PERCENTAGE OF INDEPENDENT DIRECTORS** TAUX DE PARTICIPATION Independent Director. * The Directors representing employees are not taken into ** account for the calculation of the independence rate in accordance with the recommendations of the AFEP-MEDEF Code. 66.7% vs 66.7% 100% vs 80% 2020 2019 2020 2019