Groupe Renault - 2020 Universal Registration Document

298 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 be kept informed by the Chairman of the Board each time a P director cannot attend or take part in a vote due to a conflict of interest; it shall examine the directors’ periodic declarations of conflicts of interest, as the case may be, prepare a list of matters likely to give rise to conflicts of interest and report accordingly to the Board, submit a report on the composition and operation of the P Board and on the Board’s diversity policy, and issue an opinion on draft resolutions relating thereto which will be submitted to the General Meeting of Shareholders in accordance with applicable laws and regulations, assess whether governance practices within the Company P comply with the AFEP-MEDEF Code and the recommendations of the Autorité des Marchés Financiers and of proxy advisors and ensure their continued compliance therewith, and highlight deviations from the recommendations of the P AFEP-MEDEF Code and prepare related explanations; regarding the compensation of senior executive officers: P make recommendations to the Board concerning all P compensation items, the pension and benefits system, benefits in kind and the various pecuniary rights of the Chairman and the Chief Executive Officer, including, as the case may be, the granting of stock options or free shares in the Company and, in relation thereto, prepare the annual assessment of senior executive officers, ensure that the elements of the Chairman’s and the Chief P Executive Officer’s compensation are closely linked with the implementation and results of the Group’s strategy, ensure that the compensation policy, its structure and its P elements comply with applicable law and with the recommendations of the AFEP-MEDEF Code, propose to the Board, as the case may be, the amount of the P variable portion of the compensation of senior executive officers, after assessing the fulfillment of the related performance criteria, carry out a prior examination of the terms and conditions of P any service agreement that a director or senior executive officer of the Company may wish to enter into, and submit to the Board, every year, a draft report on the P compensation policy and issue an opinion on draft resolutions relating thereto which will be submitted to the General Meeting of Shareholders in accordance with applicable laws and regulations; regarding director compensation: P make recommendations on the overall amount and P arrangements for apportioning attendance fees allotted to directors, and examine the section relating to director compensation P included in the report on corporate governance; regarding compensation of the Group’s main executives: P be informed of the compensation policy for members of the P Executive Committee of the Group, and formulate recommendations on all types of incentive P mechanisms for employees of the Company and, more broadly, Group companies, including employee savings plans, supplementary pension plans, reserved issuances of securities giving access to the capital and grants of stock options or free shares. Committee activity This committee met five times in 2020. The attendance rate was 100% (for details of attendance rate for each individual director, see chapter 3.1.2 of the Universal registration document). Its activity included the following: management of the selection process for a new Chief Executive P Officer and the appointment of Mr. Luca de Meo Chief Executive Officer effective on July 1 , 2020; determination of the components of the compensation of the P Chairman of the Board of Directors, the Chief Executive Officer, the Interim Chief Executive Officer and the Directors for the 2019 financial year; determination of the compensation policies for the Chairman of P the Board of Directors, the Chief Executive Officer, the Interim Chief Executive Officer and the directors for the 2020 financial year; reviewing the list of Independent Directors pursuant to the criteria P specified in the AFEP-MEDEF Code, in particular the criterion relating to significant business ties; the Board of Directors’ assessment for the 2019 financial year and P the process of having the Board of Directors evaluated by an external consultant for the 2020 financial year; the report on corporate governance published in the 2019 P Universal registration document; the evolution of the composition of the Board of Directors and of P its committees; the changes in the procedure for appointing the director P representing employee shareholders. For details on the procedures for appointing the director representing employee shareholders, see chapter 3.1.1 of the Universal registration document; performance share allocation plans for the 2020 financial year; P and the internal procedure on the classification of agreements entered P into by the Company and allowing to assess agreements on current operations and entered into under normal conditions, pursuant to Article L.225-39 of the French Commercial Code resulting from French Law No. 2019-486 of May 22, 2019 (for details on this procedure, see chapter 3.1.9 of the Universal registration document).