2007 Interactive Registration Document - Renault

04 THE
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
4.1.3 ASSESSMENT OF DIRECTOR INDEPENDENCE ✦
At its meeting on February 28, 2007 the Board of Directors restated its intention
to comply with the most thorough defi nition of corporate governance available in
France, namely the AFEP/MEDEF report. According to the report, an independent
director is one who, notably, “has no relations of any kind with the company, the
Group or its managers likely to compromise his independence of judgement”.
The Board also repeated the qualities that it expects from a director: experience
of the company and the automotive industry, a personal commitment to the
work of the Board and its Committees, a sound grasp of business and fi nance,
the courage to express minority opinions, international vision, integrity, and
loyalty.
At December 31, 2007 Renault had eight independent directors on its Board:
Dominique de La Garanderie, François de Combret, Charles de Croisset,
4.1.4 COMPLIANCE ✦
Given the Group’s steady international expansion and the wide variety of risks
in the countries where it is present, Renault decided to reinforce its ethical
approach by adding a “Compliance” function to the existing Code of Good Conduct.
The Compliance function is an integral part of the Renault group’s internal
control procedures and is independent of the internal audit function. Placed
under the authority of Renault’s CEO, the Compliance function is organized
around the Global Compliance Committee, which is supported in each Region
by a committee chaired by the regional leader. The Compliance function ensures
that the Code is correctly applied, promotes the Group’s ethics framework,
advises senior management, collects and processes warnings received.
Within the scope of the C ompliance function, under the procedure governing the
use and/or disclosure of privileged information, the Compliance Offi cer must be
Marc Ladreit de Lacharrière, Philippe Lagayette, Henri Martre, Jean-Claude Paye
and Franck Riboud (see table c hapter 4.1.1.1 above).
The representative of the French state, the employee-elected directors, the
director elected by employee shareholders, the Chairman of the Board and
the President and Chief Executive Offi cer (as corporate offi cers), as well as the
two directors appointed by Nissan, which is linked to Renault, are all excluded
from the list in accordance with the principle of director independence stated
above.
The Board stressed, however, that the directors elected by employees and
employee shareholders, in particular, are not dependent on the company’s senior
executives as far as their presence on the Board is concerned. This is illustrated
by the special contribution they make to the Board’s proceedings.
consulted by any permanent holder of privileged information in order to verify
that individual transactions arising from the exercise of stock options, or any
other transaction involving securities issued by a Group company, comply with
the Code of Good Conduct and the rules in force.
In FY 2007, the Compliance Offi cer:
ensured that the procedure for the use and/or disclosure of inside information
was observed when exercising options held under the plans; no breach of
the authorized procedure was found;
updated the lists of holders of inside information, in parallel with the
introduction of a new organizational structure, in order to comply with the
regulations of France’s securities regulator, the AMF.
4.1.5 SPECIALIZED COMMITTEES OF THE BOARD OF DIRECTORS ✦
Four specialized committees have been set up to permit in-depth examination
of specifi c topics relating to the Board of Directors’ role. The Chairs of each
Committee bring the Committee’s opinions to the attention of the Board.
The roles of these Committees are described in the internal regulations
in c hapter 8.3.
136 Registration Document Renault 2007
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< TABLE OF CONTENTS >
4.1.5.1. ACCOUNTS AND AUDIT COMMITTEE
This Committee has six members: Philippe Lagayette in the chair, Alain
Champigneux, Charles de Croisset, Dominique de La Garanderie, Jean-Claude
Paye et Rémy Rioux. Four of the six are independent directors.
Philippe Lagayette was appointed Chair of the Accounts and Audit Committee
at the Board meeting of May 2, 2007, replacing Robert Studer.
Rémy Rioux was appointed to the Accounts and Audit Committee at the Board
meeting of February 28, 2007, replacing Jean-Louis Girodolle.
The Committee met four times in 2007 and the attendance rate was 100%.
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