Groupe Renault - 2020 Universal Registration Document

311 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS 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 Compensation of Ms Clotilde Delbos 3.2.2.3 as interim Chief Executive Officer in 2020 S H O R T T E R M L O N G T E R M Fixed portion: 19% of total compensation 30% FCP 20% Revenues 20% OM 30% Annual variable portion : 12 % of total compensation CO 2 emissions (CAFE regulation) (1) Qualitative criteria, as a % of the fixed portion. (2) Quantifiable criteria, as a % of the fixed portion. (3) As a percentage of the award. 16.66% 16.66% Renault-Nissan-Mitsubishi Alliance Customer Satisfaction/Quality 16.66% Quality of CSR and environmental commitments Performance shares: 69% of total compensation Free cash flow (FCF) 20% (3) 30% (3) Total carbon footprint 20% (3) Total Shareholder Return (TSR) (1) (2) Percentage of models manufactured on the Alliance platforms 30% (3) At its meeting of October 11, 2019, the Board of Directors decided to appoint, with immediate effect, Ms Clotilde Delbos as Chief Executive Officer of Renault SA, replacing Mr. Thierry Bolloré, for an interim period and until a new Chief Executive Officer is appointed. Given the exceptional circumstances and transitory nature of the appointment of Ms Clotilde Delbos as interim Chief Executive Officer, the Board of Directors’ meeting of November 8, 2019 decided, on the recommendation of the Governance and Compensation Committee, to maintain the employment contract between Ms Clotilde Delbos and Renault s.a.s for her functions as Group Chief Financial Officer, under the supervision of the Chairman of Renault s.a.s, Mr. Jean-Dominique Senard. Consequently, the Board of Directors decided to maintain the compensation of Ms Clotilde Delbos in respect of her employment contract and to grant an additional compensation in respect of her new functions as interim Chief Executive Officer. Ms Clotilde Delbos served as interim Chief Executive Officer until June 30, 2020. Compensation components of Ms Clotilde Delbos as interim Chief Executive Officer On the recommendation of the Governance and Compensation Committee, the compensation policy of the interim Chief Executive Officer for the 2020 financial year was set by the Board of Directors on February 13, 2020, then approved by the Annual General Meeting on June 19, 2020 (fifteenth resolution). For more details on the compensation policy of the interim Chief Executive Officer for the 2020 financial year, see chapter 3.2.4.3 of the 2019 Universal registration document. The compensation components of Ms Clotilde Delbos for the 2020 financial year presented below are part of the information indicated in Article L. 22-10-9 I. of the French Commercial Code notably including the total compensation and benefits of any kind paid in respect of the their corporate offices during the 2020 financial year or awarded in respect of the same financial year to all directors and corporate officers. This information will be submitted to a general vote in application of I of Article L. 22-10-34 of the French Commercial Code during the Annual General Meeting of April 23, 2021. Moreover, in application of II of Article L. 22-10-34 of the French Commercial Code, the Annual General Meeting of April 23, 2021 will be asked to approve a specific draft resolution on the total compensation and benefits of any kind paid during the 2020 financial year or awarded in respect of the same financial year to Ms Clotilde Delbos in respect of her office as interim Chief Executive Officer. It is recalled that the payment of the variable compensation to the interim Chief Executive Officer for the 2020 financial year is subject to the approval by the Annual General Meeting of April 23, 2021 of the components of the overall compensation and of benefits of any kind paid or allocated to the interim Chief Executive Officer for the 2020 financial year. The total compensation of the interim Chief Executive Officer for the 2020 financial year corresponds to the strict implementation of her compensation policy, which has not been adjusted despite the major disruptions caused by the Covid-19 crisis.