Groupe Renault - 2020 Universal Registration Document

285 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 Board organization, operation and missions 3.1.5 Organization of the Board of Directors 3.1.5.1 NUMBER OF MEMBERS NUMBER OF MEETINGS 16 vs 18 12 vs 14 2020 2019 2020 2019 PERCENTAGE OF INDEPENDENT DIRECTORS ATTENDANCE RATE 66.7% vs 64.3% 94.6% vs 89.1% 2020 2019 2020 2019 Independence of the Board of Directors The Board of Directors is committed to respecting the principle of independence, which is set forth in its Board Charter. Excerpt of the Board Charter provisions governing the independence of the directors At least half of the directors, not including any directors elected by the employees ( administrateurs élus par le personnel salarié ) and the director representing the employee shareholders ( administrateur représentant les salariés actionnaires ), shall be considered as independent according to the criteria set forth in the AFEP-MEDEF Code. Board may consider that a director who does not meet the aforementioned criteria should nevertheless be considered as independent. However, the Board of Directors, on the recommendation of the Governance and Compensation Committee, may consider that a director who meets the criteria set forth in the AFEP-MEDEF Code may not be considered as independent given his/her particular situation or that of the Company. Conversely, the Each year, the Governance and Compensation Committee shall discuss for each director, whether such director should be considered as independent, and the independence of each director shall be examined on a case-by-case basis by the Board of Directors in light of the criteria set forth in the AFEP-MEDEF Code. Upon appointment of a new director or renewal of the terms of office a director, the question of whether such director may be considered as independent should also be discussed. Pursuant to the Board Charter, the Board of Directors refers to the criteria set forth in the AFEP-MEDEF Code to identify situations that may compromise the exercise of freedom of judgment by directors. In any event, it is recalled that, in accordance with the AFEP-MEDEF Code, every director is under an obligation to inform the Board of Directors of any potential conflict of interest situation and to refrain from attending the debate and from participating in the vote of the corresponding deliberation. Each year, the Company sends a questionnaire to each director in order to assess his or her independence in accordance with the criteria of the AFEP-MEDEF Code. The Governance and Compensation Committee and the Board of Directors shall also review the classification of each director as independent in light of these same criteria. As part of this review, the Governance and Compensation Committee and the Board of Directors pays particular attention to the assessment of the materiality of the business relationships between the directors and the Company, both from the standpoint of the Group and of the relevant director. This assessment shall be carried out in the light of qualitative criteria, such as the nature of the business relationships, and quantitative criteria, such as the amounts committed under these relationships. Accordingly, to qualify as independent, the Board of Directors ensures that there were no significant cash flows between the Company and any company of which Company’s directors are directors or Executive Officers, in particular by examining the share these companies account for in the Company’s revenue. The table below summarizes the results of the appraisal of the independence of directors as at December 31, 2020 in view of the criteria defined by the AFEP-MEDEF Code.