2007 Interactive Registration Document - Renault

04 REPORT
CORPORATE GOVERNANCE
OF THE CHAIRMAN OF THE BOARD PURSUANT TO ARTICLE L. 225-37 OF THE COMMERCIAL CODE
n
n
the ten largest stock option grants made (excluding grants to corporate
offi cers) were:
.
.
under Plan 2008, dated December 5, 2007: 310,000 purchase
or subscription options at a price of €96.54, with an expiry date
of December 4, 2015,
under the Plan complementing Renault Commitment 2009, dated
December 5, 2007: 120,000 purchase or subscription options at a price
of €96.54, with an expiry date of December 4, 2015 and 49,000 bonus
shares;
the ten largest lots exercised in 2007 (excluding options exercised by
corporate offi cers) comprised 355,300 options at an average price of
€47.90; i.e.
.
40,000 options exercised at €32.13 under the October 1998 plan,
. 50,000 options exercised at €50.94 under the October 1999 plan,
. 110,300 options exercised at €49.27 under the October 2000 plan,
. 85,000 options exercised at €48.97 under the December 2001 plan,
. 35,000 options exercised at €49.21 under the September 2002 plan,
and
. 35,000 options exercised at €53.36 under the September 2003 plan.
4.4.2.3 ADDITIONAL INFORMATION
Loss of entitlement is governed by regulatory provisions, i.e. total loss in
the event of resignation, and individual decision in the event of dismissal.
No Group subsidiary operates a stock option plan for its own shares.
4.5 REPORT OF THE CHAIRMAN OF THE BOARD
PURSUANT TO ARTICLE L. 225-37
OF THE COMMERCIAL CODE
The Chairman of the Board of Directors is required to submit an additional report,
appended to the Management Discussion & Analysis, pursuant to Paragraph 7
of Article L. 225-37 of the French Commercial Code:
“The Chairman of the Board of Directors shall review the manner in which
the Board prepares its work, as well as the internal control procedures put
in place by the company, in a report appended to the report referred to in
Articles L. 225-100, L. 225-102, L. 225-102-1 and L. 233-26. Notwithstanding
Article L. 225-56, this report shall also give details of any curbs placed by the
Board of Directors on the powers of the Chief Executive. In companies with
shares admitted to trading on a regulated market, this report sets out the
principles and rules established by the Board of Directors or the Supervisory
Board, as appropriate, for determining the compensation and the advantages
of all kinds allocated to directors and offi cer.”
4.5.1 CHAIRMAN’S REPORT ON THE PREPARATION AND ORGANIZATION OF THE WORK
OF THE BOARD OF DIRECTORS
The Board of Directors meets as often as the interests of the company require.
Meetings are convened at least eight days in advance by the Chairman.
Furthermore, to enhance communication and make it easier for its members
to obtain relevant documents, the Board has offi cially approved the creation of
a hosting facility, in conjunction with its secretariat. Under this arrangement,
the meeting papers, which may not be disseminated ahead of time, are made
available to directors before the beginning of each meeting.
The minutes of the Board meetings are made available within four weeks of
each meeting.
< TABLE OF CONTENTS >
The curbs placed by the Board of Directors on the powers of the President and
CEO are described in the Board’s internal regulations. These provide that, in
addition to its legal and regulatory powers, “the Board of Directors shall discuss
the strategic policies of the company, including in connection with the Alliance,
and examine any changes to those policies once yearly. Further, it shall give
its opinion before any major decision inconsistent with the company’s strategy
can be made”.
The manner in which the Board’s tasks are prepared and organized are
described in detail in c hapter 4.1.5.
148 Registration Document Renault 2007
Find out more at www.renault.com
01
02
03
04
05
06
07
08