Groupe Renault - 2020 Universal Registration Document

263 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 03 COMPOSITION, PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS 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 The Governance and Compensation Committee then presents the selected candidate(s) to the Board of Directors and recommends that the Board co-opt or, as the case may be, propose to the Annual General Meeting that the candidates be appointed. The Board of Directors co-opts or, as the case may be, proposes that the Annual General Meeting appoint the selected candidate(s) as independent director(s). Appointment of directors proposed by Nissan P In accordance with the provisions of the Restated Alliance Master Agreement (“RAMA”), which governs the ownership relationship between Renault and Nissan and regulates the governance of the Alliance, two of the members of the Board of Directors of the Company are directors proposed by Nissan. The Governance and Compensation Committee, on the proposal of Nissan, recommends that the Board of Directors co-opt or, as the case may be, propose the appointment of the directors representing Nissan to the Annual General Meeting. The Board of Directors of the Company co-opts or, as the case may be, proposes that the Annual General Meeting appoint the director(s) proposed by Nissan. Appointment of the director proposed by the French State P Pursuant to the provisions of French Order 2014-948 of August 20, 2014, on the governance and capital transactions of companies with public shareholding, as amended, one of the members of the Board of Directors of the Company is a director nominated by the French State. The Governance and Compensation Committee, on the proposal of the French State, recommends that the Board of Directors co-opt or, as the case may be, propose the appointment of said director representing the French State to the Annual General Meeting. The Board of Directors of the Company co-opts or, as the case may be, proposes that the Annual General Meeting appoint the director proposed by the French State. One director appointed by the French State P Pursuant to the provisions of French Order No. 2014-948 of August 20, 2014, on the governance and capital transactions of companies with public shareholding, as amended, the French State may appoint a representative to the board of directors of companies in which it alone directly holds more than 10% of the share capital. This director is appointed by the Minister for the Economy. 3 directors elected by the employees P Pursuant to the Company's articles of association, three directors are elected directly by the employees of the French subsidiaries, divided into different electorates. One seat is allocated to the “Engineers – Executives and Similar” electorate and two seats to the “Other Employees” electorate. The candidates or candidate lists may be presented either by one or more representative organizations as defined by the applicable regulations, or by 100 voters. To be considered eligible, candidates must have an employment contract with, and be actively employed by, the Company or one of its direct or indirect subsidiaries whose registered office is located in France for at least two years prior to the effective date of the term of office of the position for which the election is being held. The number, place and composition of the polling stations are determined by the Company's establishments and subsidiaries concerned thereby, in accordance with current practices for the election of employee representatives. One director representing employee shareholders P Pursuant to the Company's articles of association, a member representing employee shareholders, and an alternate, are elected by the Ordinary General Meeting from among two full candidates and two alternate candidates nominated by employee shareholders. Each full candidate is designated, respectively, along with his or her alternate, by: the Supervisory Boards of company mutual investment funds P (FCPE) whose assets are composed of shares of the Company, in accordance with Article L. 214-165 of the French Monetary and Financial Code, and whose unit holders are current or former employees of the Company or of an affiliated company as defined in Article L. 225-180 of the French Commercial Code; and employees of the Company or of an affiliated company as P defined in Article L. 225-180 of the French Commercial Code who directly hold registered shares of the Company (i) following free share allocations made under Article L. 225-197-1 of the French Commercial Code and authorized by a decision of the Extraordinary General Meeting after August 7, 2015, (ii) within the framework of the employee savings plan or (iii) acquired under Article 31-2 of French Order 2014-948 of August 20, 2014, on the governance and capital transactions of companies with public shareholding and Article 11 of Law No. 86-912 of August 6, 1986 on privatization, in the version applicable prior to the entry into force of the above-mentioned Order. Diversity policy applied to the Board of Directors Pursuant to Article L. 22-10-10 of the French Commercial Code, the Board, of Directors has defined a diversity policy based on its past practices. Policy criteria The composition of the Board of Directors seeks a balance between experience, competence, independence and ethics, all while respecting a balanced representation of women and men and a diversity of recruitment notably taking into account the international dimension of Groupe Renault. More precisely: regarding the size of the Board of Directos, the number of Board P of Directors members must be such as to enable reconciliation of the skills, independence and specificities of Groupe Renault’s shareholding; the Board of Directors, while complying at least with legal P requirements and the recommendations of the AFEP-MEDEF Code in terms of gender balance, considers that it benefits from being diverse in its composition (gender, nationality, culture); in terms of skills, the Company seeks above all the P complementarity of skills, profiles and experiences but also their relevance to the Company’s strategy and to the challenges it faces;