Groupe Renault - 2020 Universal Registration Document

286 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 Employee or corporate officer (Criterion 1) Cross- directorships (Criterion 2) Significant business relationships (Criterion 3) Family ties (Criterion 4) Statutory auditor (Criterion 5) 12 years on the Board (Criterion 6) CEO (1) variable compensation (Criterion 7) Ties with shareholders (Criterion 8) Status assigned Jean-Dominique SENARD Yes No No No No No No No Independent Catherine BARBA No No No No No No N/A No Independent Frédéric BARRAT Yes No No No No No N/A No N/A (2) Miriem BENSALAH-CHAQROUN No No No No No No N/A No Independent Thomas COURBE No No No No No No N/A Yes Non independent Marie-Annick DARMAILLAC No No No No No No N/A No Independent Pierre FLEURIOT No No No No No No N/A No Independent Richard GENTIL Yes No No No No No N/A No N/A (2) Benoît OSTERTAG Yes No No No No No N/A No N/A (2) Éric PERSONNE Yes No No No No No N/A No N/A (2) Yu SERIZAWA No No No No No No N/A Yes Non independent Pascale SOURISSE No No No No No No N/A No Independent Patrick THOMAS No No No No No No N/A No Independent Martin VIAL No No No No No No N/A Yes Non independent Joji TAGAWA No No No No No No N/A Yes Non independent Annette WINKLER No No No No No No N/A No Independent CEO means “Chief Executive Officer”. (1) The Director representing employee shareholders and the Directors representing employees are not taken into account for the calculation of the independence rate in (2) accordance with the recommendations of the AFEP-MEDEF Code. At its meeting of February 18, 2021, the Board of Directors examined the situation of Mr. Jean-Dominique Senard with regard to criterion no. 1 of the AFEP-MEDEF Code, given his capacity as director of Nissan and Chairman of Renault s.a.s. for the period from October 11, 2019, to June 30, 2020. The AFEP-MEDEF Code states that one of the criteria that the Board of Directors must assess to possibly exclude someone from the status of independent director is that of “ not being or not having been, during the past five years, an employee, executive offer, or director of a company that the company consolidates .” According to the AFEP-MEDEF Code implementation guide, this recommendation also applies when a director holds “ an office in a company in which the first company holds a non-controlling but significant stake, or in a sister company ”. It is recalled that Nissan is not a company fully consolidated by Renault. Renault has significant influence over Nissan and therefore accounts for its interest in Nissan using the equity method (for more details on Renault's shareholding in Nissan, see note 12 in chapter 4.2.6.4 of the Universal registration document). The Board of Directors, on the recommendation of the Governance and Compensation Committee, held that the appointment of the Chairman of the Board of Directors of Renault to the Board of Directors of Nissan, with a view to developing and strengthening cooperation between the Boards of Directors of the two Alliance partners was not such as to call into question Mr. Jean-Dominique Senard's freedom of judgement and independence with respect to Renault. Furthermore, should such a situation give rise to any conflict of interest, the provisions of the Board Charter requiring the director in question to abstain from participating in the deliberations and votes of the Board of Directors would apply. In addition, the Board of Directors, on the recommendation of the Governance and Committee Committee, considered that the performance by Mr. Jean-Dominique Senard of the duties of Chairman of Renault s.a.s. from October 11, 2019, to June 30, 2020, was of an exceptional and purely temporary nature, during the time required for the Board of Directors to conduct the succession process for the Chief Executive Officer and until the arrival of Mr. Luca de Meo on July 1, 2020. The Board of Directors therefore considered that this exceptional situation was not such as to call into question the independence of Mr. Jean-Dominique Senard at the end of this temporary term of office. At its meeting of February 18, 2021, the Board of Directors also reviewed Mr. Pierre Fleuriot’s situation with regard to criterion no. 1 of the AFEP-MEDEF Code in view of his appointment as director of Nissan. The Board of Directors, on the recommendation of the Governance and Compensation Committee, held that the appointment of the Lead Independent Director of Renault to the Board of Directors of Nissan, with a view to developing and strengthening cooperation between the Boards of Directors of the two Alliance partners was not such as to call into question Mr. Pierre Fleuriot’s freedom of judgment and independence with respect to Renault. Furthermore, should such a situation give rise to any conflict of interest, the provisions of the Board Charter requiring the director in question to abstain from participating in the deliberations and votes of the Board of Directors would apply. Following an analysis of the independence of the Directors, on February 18, 2021, the Board of Directors, on the recommendation of the Governance and Compensation Committee and in accordance with the criteria set forth in the AFEP-MEDEF Code, drew up the following list of directors classified as independent as at December 31, 2020: Catherine Barba, Miriem Bensalah-Chaqroun,