Groupe Renault - 2020 Universal Registration Document

304 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE In addition, the committee takes into account market best practices regarding the compensation of executive corporate officers: Best practices that we follow: Practices we do not follow: Use appropriate peer groups (country based and sector based) to inform (but not P dictate) compensation policy Only make modifications to performance criteria when there are material changes P to our business strategy and in order to maintain the alignment with shareholders’ interests Clear mention of a cap for all variable elements P Set demanding performance conditions P Include CSR criteria that are significant for the Company’s performance and aligned P with the corporate strategy Have a long-term performance criterion linked to shareholder return P Subject long-term compensation plans to minimum three-year vesting conditions P Implement post-mandate vesting policy for long-term incentives P Engage and meet regularly with our shareholders P A Governance and Compensation Committee comprised of a majority of P independent Board members Pay for failure: pay variable components in the event of poor performance of the P Group Place a disproportionate weight on short-term variable compensation versus P long-term variable compensation Overly weight qualitative criteria in the annual variable compensation P Reward excessive or inappropriate risk-taking P Have extraordinary severance payments in addition to the two-year non-compete P indemnity Provide excessive severance or sign-on arrangements to our executives P To evaluate the corporate officers’ compensation in light of market practices with a view to ensure the competitiveness of the compensation, the Governance and Compensation Committee, assisted by a firm of specialized consultants, annually examines the components of compensation due or awarded by comparable companies to their corporate officers. This analysis is based, firstly, on a panel of CAC 40 companies, all of which are leading French companies, and secondly, on the practices of comparable multinational organizations in the Automotive sector (Stellantis, General Motors, Ford, Honda, Daimler, BMW, Volkswagen, Volvo and Toyota). The Governance and Compensation Committee also takes into account the expectations voiced by Renault’s main shareholders by way of regular meetings. Compensation structure for the executive corporate officer The compensation policy for the Chief Executive Officer consists of: a fixed portion , corresponding to a fixed compensation in cash P determined in line with the role, level of responsibility, and experience of the executive corporate officer; a portion subject to performance conditions , comprising two P distinct sub-components: annual variable compensation : this aims to ensure that part of P the compensation of the executive corporate officer depends on the Company’s main operational, financial, and managerial objectives being achieved during the year, long-term compensation : this consists of performance shares, P designed to strengthen the alignment of the interests of the executive corporate officer with those of shareholders by making their vesting subject to the achievement of performance criteria assessed over a period of three years. In addition to the performance criteria, the vesting of shares is subject to a presence condition of three years following the allocation of the performance shares. In addition to these compensation components, the Chief Executive Officer may benefit from top-up pension schemes, a termination benefit in the event of dismissal and a non-compete agreement. Pursuant to the recommendations of the AFEP-MEDEF Code and the recommendations of the French Financial Market Authority (Autorité des Marchés Financiers, AMF), the Chief Executive Officer does not hold an employment contract with the Company.