2007 Interactive Registration Document - Renault

COMPOSITION, TASKS AND OPERATING PROCEDURES
OF THE INTERNATIONAL STRATEGY COMMITTEE
Composition
The International Strategy Committee is made up of directors chosen by the
Board of Directors.
The Board of Directors selects the committee chairman.
Tasks and powers
Its work concerns the company’s activities outside wider Europe.
The committee has the following tasks:
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study the strategic policies proposed by the President and Chief Executive
Offi cer concerning the international development of the company and the
Alliance;
analyze and examine the company’s international projects on behalf of the
Board and issue opinions on these projects;
8.3.2 DIRECTORS’ CHARTER
The Board has established a Directors’ Charter that sets out the rights
and duties of directors.
8.3.2.1 KNOWLEDGE OF THE LEGAL
FRAMEWORK GOVERNING
SOCIÉTÉS ANONYMES AND
THE ARTICLES OF ASSOCIATION
OF THE COMPANY
Before he takes up his functions, every director must inform himself about the
general and specifi c duties attaching to his offi ce. In particular he must inform
himself about the laws and regulations governing sociétés anonymes [French
public limited companies], Renault’s Articles of Association, a copy of which
will have been given to him, these internal regulations and any subsequent
additions or amendments.
8.3.2.2 HOLDING SHARES IN THE COMPANY
Pursuant to Article 10.2 of the Articles of Association, each director must be
able to prove that he personally holds at least one share or any greater number
of shares that he considers he should hold. This share or these shares must
be registered.
The law also obliges directors’ spouses to ensure that their shares are
registered shares or to deposit them in a bank or fi nancial establishment which
is authorized to receive deposits of shares from the general public, or with a
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ADDITIONAL INFORMATION 08
INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS
monitor the company’s international projects and draft reports at the Board’s
request.
The Chairman of the Board of Directors and the President and Chief Executive
Offi cer may consult the committee on any question within its remit.
Operating procedures
This committee meets at least twice each year and whenever necessary, and
always before Board meetings where the agenda includes the examination of
international projects.
To discharge its duties, the committee may meet the concerned departments
and divisions of the company and persons who play a direct role in preparing
these projects, and request that they produce any and all documents or
information necessary to the completion of their tasks.
Its secretariat is provided by the secretariat of the Board of Directors.
stock market company. Moreover, as the company is obliged to communicate
to the AMF all share transactions, including acquisitions, subscriptions and
exchanges, by directors and persons closely associated with them, each director
undertakes to inform the compliance offi cer within 24 hours of undertaking
such a transaction.
8.3.2.3 REPRESENTING
THE SHAREHOLDERS
Each director must act in Renault’s interest at all times and shall represent
all shareholders.
8.3.2.4 DUTY OF HONESTY AND FAIRNESS
Each director is obliged to inform the Board of any situation or risk of a confl ict
of interest with Renault or any company in its Group, and must abstain from
voting in related decision(s).
8.3.2.5 DUTY OF DILIGENCE
Each director must devote the time and attention needed to discharge his duties.
He must be diligent in his work and attend all meetings of the Board and of the
committees on which he sits, unless genuinely unable to do so.
✦ Global Reporting Initiative (GRI) Directives Registration Document Renault 2007 261
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