Groupe Renault - 2020 Universal Registration Document

262 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 Limitation on the powers of the Chief Executive Officer The Board Charter specifies that the Board of Directors is to deliberate on the strategic orientations of the Company once a year, including those relating to the Alliance, as proposed by the Chief Executive Officer, taking into account social and environmental issues. It examines any changes to be made to these orientations and gives its opinion before any major decision that may be deemed not to be consistent with the Company’s strategy. In addition, the Board Charter limits the powers of the Chief Executive Officer as follows: Excerpt of the Board Charter provisions governing the limitations on the powers of the Chief Executive Officer The Chief Executive Officer must obtain the authorization of the Board of Directors for any external growth transaction and any acquisition or disposal of any ownership in any company, whether existing or to be created, where the amount exceeds €250 million. The Chief Executive Officer must inform the Board of Directors of any external growth transaction and any acquisition or disposal of any ownership in any company, whether existing or to be created, where the amount exceeds €60 million. The Board of Directors shall determine every year the total amount of sureties (cautions), endorsements (avals) or guarantees (garanties), which the Chief Executive Officer may provide without requesting the Board’s specific authorization. Chief Executive Officer's obligation to hold shares Pursuant to the recommendations of the AFEP-MEDEF Code, the Board of Directors decided at its meeting on July 29, 2020, to set the minimum number of registered shares to be held by the Chief Executive Officer until the end of his term of office at 5,000 shares. office 25% of the shares resulting from the free allocation of shares (for more details on the retention obligation, see chapter 3.2.4.2 of the Universal registration document). This minimum holding obligation complements the obligation for the Chief Executive Officer to retain until the end of his term of The minimum holding requirement ensures that a Chief Executive Officer who does not yet own shares resulting from free allocations of shares is aligned with the interests of shareholders upon taking office. Composition of the Board of Directors 3.1.2 The members of the Board of Directors are appointed by the Annual General Meeting, with the exception of the Director designated by the French State pursuant to Article 4 of French Order No. 2014-948 of August 20, 2014 on corporate governance and equity transactions in companies with public shareholding and the Directors representing the employees. The term of office for Directors is four years. Pursuant to the recommendations of the AFEP-MEDEF Code, these terms of office are staggered, to avoid them all ending and coming up for renewal at the same time. Excerpt of the Board Charter provisions governing the composition of the Board of Directors The composition of the Board aims to achieve a balance between professional experience, qualifications, independence and ethics, together with a balanced representation of women and men and diversity in terms of recruitment consistent with the Group’s international development. Procedure for appointing directors Pursuant to the Company's articles of association and the legal and regulatory provisions applicable to it, the Board of Directors is composed of: 3 to 14 directors appointed by the Annual General Meeting P Appointment of independent directors P In case of a vacancy of one or more offices of the independent directors or when the Board has expressed its desire to expand or change its membership, the Governance and Compensation Committee defines the profile sought with regard to its diversity policy and the required skills that have been identified, in particular during the annual evaluation of the operation of the Board and its committees. The Governance and Compensation Committee appoints a recruitment firm to assist it with the process of selecting future independent directors. The Governance and Compensation Committee selects the candidates with the help of the appointed recruitment firm on the basis of criteria relating to their professional experience, skills, independence and ethics, while maintaining a gender balance between men and women and diversity in recruitment in accordance with the international dimension of the Group.