Groupe Renault - 2020 Universal Registration Document
312 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE The table below presents the information for the specific vote on the compensation components of Ms Clotilde Delbos, interim Chief Executive Officer: Compensation components submitted for approval Amounts paid during the past financial year Amounts awarded in respect of the past financial year or book value Presentation Fixed compensation 2020 €162,456 (from January 1 to June 30, 2020) €185,665 (from January 1 to June 30, 2020) The annual fixed compensation of Ms Clotilde Delbos in respect of her office as interim Chief Executive Officer for 2020 was set at a gross amount of €371,329, payable in twelve monthly instalments (this amount was paid pro-rated from January 1, 2020 until the end of the corporate office on June 30, 2020). In a spirit of responsibility towards all of the Group's stakeholders who have made efforts or experienced the effects of the coronavirus crisis around the world, Ms Clotilde Delbos has decided, in agreement with the Board of Directors, to reduce her compensation by 25% for the second quarter of 2020. Ms Clotilde Delbos, who also benefits from annual fixed compensation of €528,671 in respect of her employment contract with Renault s.a.s (see paragraph “Compensation components of Ms Clotilde Delbos in respect of her employment contract with Renault s.a.s” below), benefits, therefore, from a total fixed compensation equal to €900,000 on an annual basis (amount paid on a pro rata basis from January 1, 2020 until the end of the corporate office on June 30, 2020). Annual variable compensation €42,153 (amount awarded in respect of the 2019 financial year and paid in 2020) €104,665 (amount awarded in respect of the 2020 financial year and payable in 2021) The interim Chief Executive Officer’s annual variable portion fully payable in cash corresponds to a percentage of the fixed portion that may reach 150% if all performance objectives are fully achieved. On February 18, 2021, on the recommendation of the Governance and Compensation Committee, the Board of Directors set the rate of achievement of the performance criteria that determine the amount of annual variable compensation for the interim Chief Executive Officer in respect of the 2020 financial year. Achievement rate of the criteria of the annual variable compensation for the 2020 financial year (expressed as a percentage of the annual fixed compensation): Maximum % Awarded % Quantifiable criteria 100% 20% Group operating margin (Group OM) 30% 0% Free cash-flow (FCF) 30% 0% Group Revenues 20% 0% CO 2 emissions 20% 20% Qualitative criteria 50% 44.43% Renault-Nissan-Mitsubishi Alliance 16.66% 16.66% Quality of CSR commitments 16.66% 16.66% Customer satisfaction / Quality 16.66% 11.11% TOTAL 150% 64.43% Assessment of the achievement of the performance criteria Quantifiable criteria related to financial performance 1. The achievement rates of the qualitative criteria should be assessed in the context of the Covid-19 pandemic, which rendered this exercise very complicated. 20% (out of a maximum of 100%) of the quantifiable criteria were met, according to the following breakdown: 0% (out of a maximum of 30%) for the Group operating margin criterion. P Group operating margin was 3.7% in the 2020 budget and the actual Group operating margin for 2020 was -0.8%; 0% (out of a maximum of 30%) for the free cash flow (FCF) criterion. P FCF (before restructuring costs) was €150 million in the 2020 budget and amounted to €-4,212 million at December 31, 2020; 0% (out of a maximum of 20%) for the Group revenues criterion. P Revenues were €55,5 billion in the 2020 budget and amounted to €43,5 billion for 2020; 20% (out of a maximum of 20%) for the CO2 emissions criterion (CAFE regulation). P The Group's CAFE performance in 2020 was 102.72g, (these results should be consolidated and formalized by the European Commission in the coming months), below the regulatory ceiling of 103.46g.
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