Groupe Renault - 2020 Universal Registration Document

297 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 Governance and Compensation Committee 3.1.6.3 NUMBER OF MEMBERS NUMBER OF MEETINGS MEMBERS AS OF DECEMBER 31, 2020 5 vs 5 5 vs 13 Mr. Thomas* (Chairman) P Ms. Darmaillac* P Mr. Fleuriot* P Mr. Personne** P Mr. Vial P 2020 2019 2020 2019 PERCENTAGE OF INDEPENDENT DIRECTORS** ATTENDANCE RATE Independent Director. * The Director representing employee shareholders is not taken ** into account for the calculation of the independence rate in accordance with the recommendations of the AFEP-MEDEF Code. 75% vs 75% 100% vs 93.1% 2020 2019 2020 2019 Composition The Board Charter lists the principles governing the composition of the Governance and Compensation Committee. Excerpt of the Board Charter provisions governing the composition of the Governance and Compensation Committee The committee shall consist of three (3) to six (6) members the Governance and Compensation Committee, from among the appointed by the Board, the majority of whom shall be selected Independent Directors. A director representing the employees from among the Independent Directors. The Chair of the shall be appointed as a member of this committee. The committee shall be appointed by the Board, on the proposal of committee may not include any senior executive officer. Missions Excerpt of the Board Charter provisions governing the missions of the Governance and Compensation Committee The Board assigns the following duties to the Governance and Compensation Committee: regarding the selection of directors and the composition of P committees: assess potential candidates for vacancies on the Board of P Directors, particularly in the event of unexpected vacancies or the appointment of additional directors, taking into account the Company’s diversity policy, assess the appropriateness of renewing the terms of office P of directors that have expired, taking into account the Company’s diversity policy, examine any proposal relating to the designation of P committee members and Chairs, taking into account the Company’s diversity policy, and formulate a recommendation to the Board regarding these proposals, and recommend the appointment of a Lead Independent P Director; regarding the succession of senior executive officers: P prepare, when the expiry of their terms of office is P approaching, recommendations for the succession of the Chairman and the Chief Executive Officer, establish a succession plan for the Company’s senior P executive officers; senior executive officers may be involved in the committee’s work in performing this mission, and be informed of Senior Management’s plans relating to the P appointment of members of the Executive Committee of the Group; regarding the operation of the Board and the governing P bodies: ensure that the senior executive officers implement a P non-discrimination and diversity policy, particularly regarding balanced representation of women and men within governing bodies, assist the Board in performing its periodic assessments, P prepare the process for assessing the Board’s members, P organization and operation (including that of its committees) and oversee the Board’s self-assessment process, in accordance with the recommendations of the AFEP-MEDEF Code, assess the proper operation of governing bodies and P subsequently formulate recommendations to the Board, monitor changes in the Company’s shareholding structure P and how the Company takes such changes into account with a view to monitoring the representation of shareholders (including employee shareholders) in its governance, assess every year whether each director may individually be P considered as independent within the meaning of the AFEP-MEDEF Code,