Groupe Renault - 2020 Universal Registration Document

318 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE Compensation of directors in 2020 3.2.2.5 Pursuant to the provisions of Article L. 225-45 of the French Commercial Code, the Annual General Meeting may allocate compensation to the directors, the amount of which is maintained until a new decision. The Combined General Meeting on June 15, 2018 set the annual compensation amount to be divided among the directors for the 2018 financial year and subsequent financial years at €1,500,000, until the Annual General Meeting decides otherwise. Directors’ meetings and meetings of each of the committees, which will include: The policy for allocating directors’ compensation adopted by the Board of Directors on October 18, 2019 sets a maximum annual amount of directors’ compensation for participation in Board of a fixed portion; P a variable portion which depends on the effective attendance of P members at Board of Directors and/or committee meetings. The variable portion relating to effective attendance at Board of Directors and committee meetings is predominant compared to the fixed portion, in compliance with the recommendation 21.1 of the AFEP-MEDEF Code Committee This compensation policy for directors was approved by the General Meeting of June 19, 2020 (sixteenth resolution). The table below sets out the rules for calculating directors’ compensation in 2020: Annual fixed portion Annual variable portion Total individual amounts Additional annual fixed portion for Chairmanship Additional annual fixed portion for Lead Independent Director Board of Directors €18,000 €35,000 €53,000 €0 €20,000 CARC €5,000 €15,000 €20,000 €20,000 - Committees (excluding CARC) €5,000 €10,000 €15,000 €10,000 - It is reminded that the Chairman of the Board of Directors does not receive any compensation for his directorship. Directors’ compensation for the 2020 financial year will be paid in one instalment in 2021. It is specified that the three directors representing employees and the director representing employee shareholders hold employment contracts within subsidiaries of the Company and receive in this respect remuneration that is not related to the exercise of their directorship. Therefore, such remuneration will not be disclosed. In addition, directors are entitled to reimbursement of expenses incurred by them in the exercise of their office, in particular any travel and accommodation expenses in connection with meetings of the Board of Directors and of committees. Pursuant to the rules of the compensation policy approved by the General Meeting of June 19, 2020, the theoretical total gross amount of compensation attributable to directors for the 2020 financial year amounts to €1,265,861. However, given the coronavirus pandemic in the world, and in a spirit of responsibility towards all of the Group's stakeholders who have made efforts or experienced the effects of this unprecedented crisis, the directors unanimously decided on April 9, 2020, to reduce their compensation by 25% for the 2020 financial year. Consequently, the total gross compensation allocated to directors for the 2020 financial year amounts to €949,396. The individual amounts of directors' compensation, accordingly reduced by 25%, are shown in the table below and will be paid in one lump sum in 2021. Directors currently in office did not receive any compensation or benefit of any kind from Renault SA or the companies it controls in 2021 other than what is indicated in the table below.