Groupe Renault - 2020 Universal Registration Document

329 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 Allocation policy for the performance 3.2.5.2 share plans The Board of Directors approves the performance share plans based on the work and recommendations of the Governance and Compensation Committee. The committee examines the allocation proposals for certain Groupe Renault employees presented by the Chief Executive Officer, pursuant to the general scheme set by the Annual General Meeting. The purpose of share allocations The aim of performance share allocations is primarily to personally associate the worldwide management of Groupe Renault, in particular the members of management bodies, with the development of the Group’s value by allowing them to share ownership of the Company. It also provides recognition of executives whose outstandingly positive action has contributed to Groupe Renault’s results. Lastly, it helps to promote loyalty in executives who are of particular value to the Company, notably executives with a high potential for career development. The allocation of shares increases their commitment and motivation to implement progress and growth in the Company. This scheme has proved to be a factor in strengthening the role of responsibility centres throughout Groupe Renault worldwide, more particularly in the Automotive sector, sales subsidiaries, vehicle and mechanical engineering, bodywork and power train plant managers, industrial subsidiaries, as well as for all program managers and vehicles or components project managers. It is also applied in sales financing, as well as for the managers of large support functions in Groupe Renault. Share allocation policy Allocation is differentiated according to beneficiaries’ level of responsibility and contribution, on the basis of the appraisal of their performance and results, and according to the assessment of their development potential. Beneficiaries are divided into three categories. Top management As of March 1, 2020, the senior executive team comprises 33 members of Renault’s Management Committee (CDR), including the 10 members of the Group’s Executive Committee (CEG). The proportion of performance share allocated to the Chief Executive Officer and members of the Group Executive Committee (including the Chief Executive Officer) does not exceed 15% and 30% respectively of the total number of performance shares allocated. Senior executives Senior executives are beneficiaries and the number of performance shares allocated vary, according to their level of responsibility, performance, and results. Certain senior executives may not be beneficiaries. Other beneficiary executives The other beneficiaries are usually senior managers and managers with high professional or managerial development potential or with a high level of expertise. There are numerous complementary systems for assessing and selecting these beneficiaries (level of responsibility, annual appraisal interview, career committees, specific monitoring for high potential executives, etc .); these systems allow various observations which help us to find the most deserving candidates. The total number of beneficiaries was 1,060 under the 2017 plan, 1,123 under the 2018 plan, 1,322 under the 2019 plan et 1,421 under the 2020 plan. Summary tables 3.2.5.3 Past allocations of stock options and performance shares Plan no. 20 is performance share allocation. Plans nos. 22 to nos. 27 are performance share allocation plans in which some of the shares were allocated to the Chief Executive Officer and subject to an additional performance criterion compared to the shares in the plan allocated to other beneficiaries. The size of the plans outstanding as of December 31, 2020 corresponds to 1.49% of the Company’s share capital. STOCK OPTION PLANS (TABLE NO. 8 AS PER AFEP-MEDEF CODE RECOMMENDATIONS) Allocation date/ Board of Directors’ meeting date Total number of shares available for purchase – to the former Chairman and Chief Executive Officer Carlos Ghosn Start date of the exercise period Expiry date Purchase Price (1) Number of options exercised as of 12/31/2020 Total number of cancelled or lapsed options as of 12/31/2020 Outstanding options as of 12/31/2020 Authorization by the Shareholders’ Annual General Meeting on April 29, 2011 Plan n° 20 (2) 12/13/2012 447 800 150 000 12/13/2016 12/12/2020 €37.43 471 102 516 0 The purchase price is equal to the average stock market price over the 20 sessions prior to the date of the Board of Directors’ meeting. (1) On February 12, 2014, the Board of Directors determined that the performance criteria had been 88.48% achieved. Consequently, 11.52% of the Plan no. 20 options were (2) cancelled.