1. Composition of the board of directors
Renault is governed by a Board made up of 19 members:
- 13 directors appointed by the Annual General Meeting of Shareholders ;
- 2 directors appointed by administrative order, representing the French State ;
- 3 directors elected by the personnel ;
- 1 director appointed by the annual General Meeting of Shareholders at the recommendation of employee shareholders.
In accordance with the AFEP/MEDEF Code, a director is qualified independent if he has "no relationship of any kind with the company, its group, or its management liable to compromise the exercise of its freedom of judgement".
On February 11, 2016, the Board of Directors has drawn up the following list of 10 independent directors: Mrs Blair, Mrs de La Garanderie, Mrs Sourisse, Mr Belda, Mr Desmarest, Mr Garnier, Mr Lagayette, Mr Riboud, Mr Thomas and Mr Ladreit de Lacharrière.
Further to the Annual General Meeting of April 29th, 2016, Mrs. Qiu replaced Mr. Garnier whose term of office was achieved.
2. Missions of the Board of directors
The Board of Directors met eight times in 2015 (including three exceptional meetings). On average, Board meetings lasted for three hours, while two meetings lasted for an entire day.
The level of attendance was 95%.
The Renault board collectively represents all shareholders and reports on this mission to the Annual General Meeting of Shareholders.
The Board’s main tasks are:
- Determine, on a proposal by the Chief Executive Officer, Renault’s strategy
- Examine, every year, the medium-term plan and the budget
- Oversee the quality of information provided to shareholders, and markets, through accounts, and as required on very important operations
- Disclose the Board’s opinion on the conduct of transactions in the company's securities whenever warranted by the nature of those transactions.
- To meet once a year, in the absence of the Chief Executive Officer, to assess the latter's performance and set his/her remuneration.
- Determine, every year, the list of independent Directors
- Debate on the composition of the board, and carry out a yearly examination of its organization and operation
- Prepare and convene the Annual General Meeting and fixe its agenda
3. More information
How long is a director’s term of office?
Directors serve for four years (this also applies to directors elected by personnel and the director appointed by the annual General Meeting of Shareholders on proposal by employee shareholders).
What is the average age of the administrators?
What are the qualities that Renault expects of its directors?
- Knowledge of the law governing sociétés anonymes (French public limited companies) and of the company's articles of association
- Keep him/herself informed and to make enquiry to obtain the information he/she considers necessary to discharge his/her duties
- Devote the time and attention necessary to the discharge of his/her duties
- Notify the Board of Directors of any potential or actual conflict of interest with the company
- Respect the obligation of discretion and respect insider trading regulations
- Hold company’s shares.
Feminization of the Board of Directors:
The composition of the Board aims to find a balance of experience, skills, independence and ethical approach, while respecting the principle of balanced female/male representation and with a level of diversity that reflects the Group’s international presence. Thus, the Board is composed of five women: Mrs. Blair, Mrs. de La Garanderie, Mrs. Qiu, Mrs. Rih and Mrs. Sourisse.
Women Directors have sat on Renault’s Board continually since 2003. Renault applies Law n° 2011-103 of January, 27th, 2011 on the balanced representation of women and men on Boards of Directors and Supervisory Boards, and on professional equality. The Board will continue to apply its policy to promote female directorships aiming to have at least 40% female members by 2017, in accordance with the law and the Afep-Medef Code.
Bylaws, internal regulations and specialized committees
In accordance with the recommendations of the 1995 Viénot report on corporate governance in France, which was supplemented by a second report published in July 1999, Renault's Board of Directors in 1996 adopted a system of bylaws and specialized committees.
4. Press releases
- BOD release - 11 December 2015
- BOD release - 6 November 2015
- BOD release 4 November 2015
- BOD Press release 7 October 2015
5. Renault: Executive Director remuneration
- Components compensation of the CEO - July, 27th 2016
- Statement of the Chairman of the Remunerations Committee - May 3, 2016
- BOD release - April 29, 2016
- Remuneration of the extra performance of the financial criteria of CEO's variable portion - April 13, 2016
- Compensation Principles of Long - Term Incentive Plans - April 13, 2016
- BOD Decision - February 11, 2016
- Say on Pay approuved by the Annual General Meeting - April 30, 2015
- BOD Decision - February 11, 2015
- BOD Decision - December 12, 2014
- Say on Pay approuved by the Annuel General Meeting - April 30, 2014
- BOD Decision - February 12, 2014
- BOD Decision - July 25, 2013
- BOD Decision - February 13, 2013
- BOD Decision - December 13, 2012
- BOD Decision - February 15, 2012
- BOD Decision - December 8, 2011
- Amendment No. D11-0190-R01 to the 2010 Registration Document - 30 June, 2011
- BOD Decision - April 29, 2011
6. Nissan: executive director remuneration
- Financial information for FY 2015
- Financial information for FY 2014
- Financial information for FY 2013
- Financial information for FY 2012
- Financial information for FY 2011
- Financial information for FY 2010
7. Directors' fees
The Annual General Meeting may allocate directors' fees, the amount of which remains fixed until otherwise decided.