Groupe Renault - 2020 Universal Registration Document

283 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 Changes in the composition of the Board of Directors in 2021 At its meeting on February 18, 2021, the Board of Directors, on the recommendation of the Governance and Compensation Committee, decided to submit the following resolutions on the composition of the Board to the Annual General Meeting of April 23, 2021: renewal of Ms. Miriem Bensalah-Chaqroun’s term of office as P independent director. The Board of Directors, on the recommendation of the Governance and Compensation Committee, noted, among other things, her excellent understanding of the Group’s challenges and strategy, her contribution to the discussions of the Board of Directors and the Strategy Committee, of which she is a member, her international experience, her senior executive experience, her independence and lack of any conflict of interest; renewal of Ms. Marie-Annick Darmaillac’s term of office as P independent director. The Board of Directors, on the recommendation of the Governance and Compensation Committee, noted, among other things, Ms. Marie-Annick Darmaillac’s involvement in the work of the Board of Directors and the Governance and Compensation Committee, of which she is a member, her major role in the creation and operations of the Ethics and CSR Committee, which she chairs, her experience with and extensive knowledge of Groupe Renault's specific environmental, social and strategic governance challenges, her independence and lack of any conflict of interest; renewal of Mr. Thomas Courbe's term of office as director P appointed upon proposal of the French State. The Board of Directors, on the recommendation of the Governance and Compensation Committee, welcomed the French State's proposal to renew Mr. Thomas Courbe's term of office, given his excellent understanding of the Group's challenges and strategy and his contribution to the discussions of the Board of Directors and the Strategy Committee, of which he is a member; renewal of Ms. Yu Serizawa's s term of office as director appointed P upon proposal of Nissan. The Board of Directors, on the recommendation of the Governance and Compensation Committee, welcomed Nissan's proposal to renew Ms. Yu Serizawa's term of office, given her experience, her extensive knowledge of the Japanese and French cultures, and her involvement in the work of the Board of Directors and the Ethics and CSR Committee, which she joined upon its creation; appointment of Mr. Bernard Delpit as independent director. The P Board of Directors, on the recommendation of the Governance and Compensation Committee, sought to include among the independent directors a person with solid experience at the head of financial departments, while having a good knowledge of the automotive sector; appointment of Mr. Frédéric Mazzella as independent director. P The Board of Directors, on the recommendation of the Governance and Compensation Committee, sought to strengthen the Board's expertise in digital, innovation, and mobility matters, in light of the current challenges in the automotive sector, and to assist Senior Management with the new strategic plan; In addition, following the elections held within Groupe Renault from October 5 to 8, 2020, pursuant to the provisions of the articles of association, a single candidate was nominated for the position of director representing employee shareholders. The appointment of Mr. Noël Desgrippes (with Ms. Christine Giry as an alternate candidate) will be proposed to the Annual General Meeting of April 23, 2021, for the office of director representing employee shareholders, replacing Mr. Benoît Ostertag. Finally, Mr. Patrick Thomas announced his decision to make his position available to the Board as of the 2021 Annual General Meeting in order to support the evolution of the Board, which was accepted by the Board of Directors. Following the Annual General Meeting on April 23, 2021, and subject to the approval of the resolutions submitted to a vote, the Board of Directors will be composed of 17 members and will have the following features: Composition following the 2020 General Meeting Composition following the 2021 General Meeting Independence rate 66.7% 69.2% Feminization rate 50.0% 46.2% Rate of non-French directors 33.3% 30.8% Therefore: the independence rate of the Board of Directors will remain above P that recommended by the AFEP-MEDEF Code; and the feminization rate will be above that required by law (namely a P proportion of women of at least 40%). directors representing employee shareholders are not taken into account when calculating the independence rate and the feminization rate. It is reminded that, pursuant to the AFEP-MEDEF Code and legal provisions, the directors representing the employees and the For the sake of coherence, directors representing the employees and the director representing employee shareholders are not taken into account when calculating the percentage of non-French directors.