Groupe Renault - 2020 Universal Registration Document

323 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS 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 Compensation policy for the Chief 3.2.4.2 Executive Officer During its meeting on February 18, 2021, the Board of Directors, on the recommendation of the Governance and Compensation Committee, set the compensation policy for the Chief Executive Officer for the 2021 financial year. Draft resolution submitted to the Annual General Meeting of April 23, 2021 pursuant to Article L. 22-10-8 of the French Commercial Code Eighteenth resolution – Approval of the compensation policy for the Chief Executive Officer for the 2021 financial year The Annual General Meeting, voting under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code describing the elements of the compensation policy for corporate officers set by the Board of Directors, approves, pursuant to Article L. 22-10-8 of the French Commercial Code, the compensation policy for the Chief Executive Officer, as set out in chapter 3.2.4.2 of the Company’s 2020 Universal registration document. The compensation of the Chief Executive Officer takes into account the responsibilities and duties assumed and that are inherent to this corporate office, as well as the level of skills, experience, and the career path of the person holding this position. It is based on an analysis done by the Governance and Compensation Committee on the levels of fixed compensation for Chief Executive Officers within CAC 40 companies and international automotive groups (Stellantis, General Motors, Ford, Honda, Daimler, BMW, Volkswagen, Volvo, and Toyota). Pursuant to the principles of the compensation policy, the Chief Executive Officer's compensation for 2021 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. Annual fixed compensation The annual fixed compensation of the Chief Executive Officer remains unchanged compared to that of 2020 and is set at a gross amount of €1,300,000, payable in twelve monthly instalments. Annual variable compensation The amount of annual variable compensation may reach 150% of the fixed compensation paid if all performance criteria are fully achieved. The annual variable compensation will be fully paid in cash. For the 2021 financial year, the performance criteria set by the Board of Directors include five quantifiable criteria and three qualitative criteria. The Board of Directors has deemed these to be key indicators of Groupe Renault’s performance and in particular in the implementation of the new "Renaulution" strategic plan.