Groupe Renault - 2020 Universal Registration Document

327 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 Under this agreement, Mr. Luca de Meo commits, as of the end of his term of office as Chief Executive Officer, not to engage, directly or indirectly, in an activity that competes with those of the Group, on his own behalf, on behalf of companies in the automotive design, construction and marketing sectors (mainly passenger cars and light commercial vehicles), or on behalf of automotive suppliers. Application of this clause is limited to: a period of twelve (12) months following the date on which Mr. P Luca de Meo effectively ceases to exercise his term of office; the countries of the European continent and in Japan, as well as P European and Japanese car and equipment manufacturers. As consideration for his non-compete obligation, Mr. Luca de Meo will receive from the Company, during the period of application of the agreement (twelve months) and subject to there being no breach of this agreement, gross financial compensation corresponding to one year of gross annual compensation (fixed compensation and annual variable compensation paid in cash), payable in twelve monthly instalments. The gross annual compensation used for this calculation will be the one paid during the twelve months preceding the date of termination of the corporate office. In accordance with the recommendation of the AFEP-MEDEF Code at the time of Mr. Luca de Meo’s departure, the Board of Directors of the Company will decide whether to apply this non-compete agreement, and may unilaterally waive it. Furthermore, no compensation will be due in the event of retirement or if Mr. Luca de Meo has reached the age of 65. Top-up pension scheme During its meeting on February 13, 2020, the Board of Directors authorized a top-up pension scheme for Mr. Luca de Meo. The Board of Directors considered that implementing this scheme to the benefit of Mr. Luca de Meo allows the Company to retain and to promote the Chief Executive Officer’s loyalty. The Chief Executive Officer’s top-up pension scheme is identical to that available to members of the Group Executive Committee (the so-called “Article 83” plan and “Article 82” plan). Mandatory defined-contribution pension scheme (Article 83) a) The contributions represent: 3.5% of the gross annual compensation between four and eight P times the social security cap (Band C), paid 2.5% by the Company and 1% by the Chief Executive Officer; then 8% of the gross annual compensation between eight and P sixteen times the annual French Social Security cap (Band D), paid 5% by the Company and 3% by the Chief Executive Officer. The total amount of the contributions (both Company’s and CEO’s share) is capped at a lump sum equal to 8% of eight times the French Social Security cap. Optional defined-contribution pension scheme (Article 82) b) The Chief Executive Officer benefits from the new optional defined-contribution pension scheme (Article 82) set up as from May 1, 2020 for the benefit of the corporate officers and members of the Group’s Executive Committee. This new scheme provides for the payment by the Company to a third-party entity (an insurer) of contributions equal to 12.5% of the gross annual compensation (fixed and variable) actually received. The contributions paid in this way do not benefit from any preferential tax and social security regime. For this reason, the Chief Executive Officer will receive a lump-sum indemnity equal to the amount of the contribution paid on his behalf to the insurer. Payment of this indemnity will be concomitant to the payment of the contribution to the insurer. The contributions and lump-sum indemnity amounts will be dependent on the Company’s performance insofar as the calculation basis includes the variable portion of the compensation which is related to the Group’s results. Compensation policy for directors 3.2.4.3 for the 2021 financial year At its meeting held on February 18, 2021, the Board of Directors, on the recommendation of the Governance and Compensation Committee, set the compensation policy for directors 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 Nineteenth resolution – Approval of the compensation policy for directors 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 L.22-10-8 of the French Commercial Code, the compensation policy for directors, as set out in chapter 3.2.4.3 of the Company’s 2020 Universal registration document. Overall budget for directors’ compensation The Annual General Meeting of June 15, 2018 set at €1,500,000 the maximum amount of compensation to be allocated among the directors (seventeenth resolution). Allocation policy The new policy for allocating directors’ compensation adopted by the Board of Directors for the 2021 financial year consists of setting a maximum annual amount of directors’ compensation for participation in Board of Directors’ meetings and meetings of each of the committees, which will include: a fixed portion, pro-rated according to the duration of the office P over the year; and a variable portion, pro-rated according to the attendance rate over P the total number of meetings for the year.