Groupe Renault - 2020 Universal Registration Document

293 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 Audit, Risks and Compliance Committee (CARC) 3.1.6.1 NUMBER OF MEMBERS NUMBER OF MEETINGS MEMBERS AS OF DECEMBER 31, 2020 6 vs 6 5 vs 11 Ms. Sourisse* (Chairwoman) P Mr. Fleuriot* P Mr. Ostertag** P Mr. Tagawa P Mr. Thomas* P Mr. Vial P 2020 2019 2020 2019 PERCENTAGE OF INDEPENDENT DIRECTORS** ATTENDANCE RATE Independent Director. * The Director representing employee shareholders is not taken ** into account for the calculation of the independence rate in accordance with the recommendations of the AFEP-MEDEF Code. 60% vs 80% 100% vs 92.3% 2020 2019 2020 2019 Composition The Board Charter lists the principles for the composition of CARC. Excerpt of the Board Charter provisions governing the composition of CARC The CARC is composed of three (3) to six (6) members appointed by the Board, and at least two-thirds (2/3) of such members shall be selected from among the Independent Directors. It may not include any senior executive officer. Directors members of the CARC shall hold qualifications or have technical or managerial experience in the financial or accounting fields. The CARC Chair, selected from among the Independent Directors on the proposal of the Governance and Compensation Committee, shall be appointed or reappointed after a specific examination by the Board. Upon their appointment, CARC members shall receive information on the Company’s specific accounting, financial, extra-financial and operational features. The CARC meets at least four (4) times a year, before each closing of the annual and half-yearly financial statements. It meets when convened by the Chair of the committee or at the request of half of its members. The composition of CARC has been designed to ensure that all its members have finance and/or accounting skills or appropriate professional experience in the areas within the CARC’s remit (see the biographical information on the directors concerned in chapter 3.1.3 of the Universal registration document). Ms Pascale Sourisse has had a career in management positions in various large companies in France and abroad. Before her appointment as Chair of the CARC, she had been a member of that committee since 2010. Mr. Pierre Fleuriot, former General Manager of the Commission des Opérations de Bourse (now French Securities Market Authority), has held various positions at the head of international banking institutions. This professional experience gives him particular legitimacy to participate in this committee. Mr. Benoît Ostertag is a director representing employee shareholders. He has received specific training for the role of director, including training covering the accounting and financial aspects of company management. His thorough knowledge of the Company enables him to have a firm grasp of the committee’s business and actively take part in it. Mr. Joji Tagawa, director appointed on the proposal of Nissan, joined the CARC thanks to of his financial skills acquired since 1983 within Nissan's finance department. Mr. Thomas has had a career as the head of large international groups. His experience, which was acquired in particular as Manager of the Hermès group for 10 years, gives him the ability to participate actively in all discussions of this committee. Mr. Martin Vial, Head of the French State Holding Agency (Agence des Participations de l’État) since August 24, 2015, has been a director of many companies with public shareholding.