Groupe Renault - 2020 Universal Registration Document

258 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 REPORT ON CORPORATE GOVERNANCE CORPORATE GOVERNANCE REPORT ON CORPORATE GOVERNANCE Pursuant to the provisions of Article L. 225-37 of the French Commercial Code ( Code de commerce ), the following developments form the report on corporate governance, notably containing information on: the composition of the Board of Directors’ and the conditions for (i) the preparation and organization of the Board of Directors’ work; and the compensation of corporate officers. (ii) This report was approved by the Board of Directors during its meeting held on February 18, 2021. Pursuant to the provisions of Article L. 22-10-10 4° of the French Commercial Code, the Company declares that it has opted to refer to the AFEP-MEDEF Corporate Governance Code of listed companies (hereinafter, the “ AFEP-MEDEF Code ”). The potential recommendations from this code which have not been followed are shown in a section (see chapter 3.1.8 of the Universal registration document). The AFEP-MEDEF Code is available for consultation on the Company’s website. COMPOSITION, PREPARATION 3.1 AND ORGANIZATION OF THE BOARD OF DIRECTORS This chapter describes the method for managing and directing Renault SA as a listed company and the parent company of Groupe Renault. This management method is also applicable to Renault s.a.s, a subsidiary of Renault SA and the umbrella company for Groupe Renault’s automotive and financial businesses. The operating principles and missions of the Board of Directors are described in the Board Charter, which is available in full on Groupe Renault’s website. The main contents of the Board Charter are reproduced below. Governance structure 3.1.1 Evolution of the mode of governance During its meeting of January 24, 2019, the Board of Directors, on the recommendation of the Appointments and Governance Committee, decided to separate the offices of Chairman of the Board of Directors and Chief Executive Officer. The Board of Directors considers that this governance structure is appropriate to Renault’s current challenges. It enables the Company to benefit from both the Chairman’s stature and expertise in corporate governance and the managerial background and industrial and automotive expertise of the Chief Executive Officer, in charge of the management and the implementation of the Company’s mid-term plan. The office of Chairman of the Board of Directors was entrusted to Mr. Jean-Dominique Senard following his appointment as a Director (1) pursuant to the provisions of Article L. 225-17 par. 3 of the French Commercial Code. On this occasion, the office of Chief Executive Officer had been entrusted to Mr. Thierry Bolloré. During its meeting of October 11, 2019, the Board of Directors decided to end Mr. Thierry Bolloré’s term of office as Chief Executive Officer of Renault SA and Chairman of Renault s.a.s with immediate effect. The Board of Directors has also decided to appoint Ms Clotilde Delbos as Chief Executive Officer of Renault SA for an interim period, until a process is completed to appoint a new Chief Executive Officer. Following the selection process conducted by the Governance and Compensation Committee, the Board of Directors, at its meeting on January 28, 2020, decided to appoint Mr. Luca de Meo as Chief Executive Officer of Renault SA and Chairman of Renault s.a.s, effective July 1, 2020. The Board of Directors was of the opinion that Mr. Luca de Meo, due to his background, experience and success in his previous functions, possesses all of the qualities required to contribute to the growth and transformation of Groupe Renault in all its dimensions. In addition, the Board of Directors delivered a favorable opinion on the appointment of Ms. Clotilde Delbos as Deputy Chief Executive Officer of Renault S.A. from July 1, 2020. This appointment was ratified by the Annual General Meeting held on June 12, 2019. (1)