Groupe Renault - 2020 Universal Registration Document

67 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 01 THE ALLIANCE 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 RNBV also has the exclusive power to propose a set of decisions to Renault and Nissan. Both manufacturers remain free to follow those proposals or not. These proposals relate to: creation and scope of joint subsidiaries; P supplementary financial incentive schemes for management; P significant changes in scope involving total amounts of P $100 million or more; strategic investments exceeding $500 million; and P strategic cooperations between Nissan or Renault and third P parties. Governance of RNBV The functioning of the Management Board of RNBV is described in Articles 14 et seq . of the RNBV articles of association. A French translation of the RNBV articles of association is available on the Renault website. The composition of the Management Board of RNBV has always followed a principle of balance in the representation of Renault and Nissan. In practice, decisions and recommendations from RNBV are always made by consensus between the two shareholders. Pursuant to the RNBV articles of association and the RAMA, the Management Board comprises 10 members: five members are appointed by Renault, the “R Members”, P including Renault’s Chief Executive Officer who holds the title of “Chairman and CEO” , i.e. , Chairman of the Management Board of RNBV; five members are appointed by Nissan, the “N Members”, P including Nissan’s Chief Executive Officer who holds the title of "Vice-Chairman" , i.e. , Vice-Chairman of the Management Board. The Chairman and the Vice-Chairman of the Management Board of RNBV have four votes each, and the other members of the Management Board have one vote each. In the event of a tie, the Chairman has a casting vote. All decisions of the Management Board are made by simple majority of the votes of the members present or represented. Pursuant to the RNBV articles of association, the Management Board has the power to represent RNBV vis-à-vis third parties. Likewise, the Chairman and the Vice-Chairman each have the power to represent RNBV vis-à-vis third parties. All decisions affecting the Alliance are made in the common interest of Renault and of Nissan. In the event that a member of the Management Board finds itself in a situation where there is a conflict of interest in the decision-making process, he or she shall abstain from taking part in the decision. The decisions and recommendations initiated by RNBV are prepared by Renault and Nissan managers. They reflect the common position of the Alliance partners in strategic and planning matters, within the Alliance. Renault representatives within RNBV, as well as Renault’s management and administrative bodies, ensure that all decisions initiated by RNBV are made in compliance with Renault’s corporate interest. In addition, RNBV’s decisions and recommendations are submitted to the management and administrative bodies of Renault, which ensure their compliance with Renault’s corporate interest. Thus, no strategic option with regard to Renault, including under powers delegated to RNBV, is taken without Renault executives or Board of Directors, depending on circumstances, having expressed an opinion. As part of this review, the members of Renault’s Board of Directors, including its independent members, have all the information they need on the questions submitted to them. The implementation of the orientations defined by RNBV and all of the resulting operational decisions remain within the exclusive competence of Renault, which is represented by its Board of Directors and the executives authorized to represent the Company. Beyond the areas falling within RNBV’s competence, Renault is entirely free to conduct its activities, and all decisions relating to the operational, commercial, financial and social management of the company are made by its management and administrative bodies acting autonomously and independently.