2007 Interactive Registration Document - Renault

01 THE
RENAULT AND THE GROUP
RENAULT-NISSAN ALLIANCE
1.3.2 OPERATIONAL STRUCTURE OF THE ALLIANCE ✦
1.3.2.1 MAIN STAGES IN THE
CONSTRUCTION OF THE ALLIANCE
In accordance with the principles set out in the initial agreement signed in
March 1999, the second stage of the Renault-Nissan Alliance was engaged in
2002. This phase strengthened the community of interests between Renault
and Nissan, underpinned by stronger equity ties. It involved establishing an
Alliance Board tasked with defi ning Alliance strategy and developing a joint
long-term vision.
On March 1, 2002, Renault increased its equity stake in Nissan from 36.8%
to 44.3% by exercising the warrants it had held since 1999.
At the same time, Nissan took a stake in Renault’s capital through its whollyowned
subsidiary. Nissan Finance Co, Ltd, which acquired 15% of Renault’s
capital through two reserved capital increases, on March 29 and May 28,
2002.
By acquiring a stake in Renault, Nissan gained a direct interest in its partner’s
results, as was already the case for Renault in Nissan. Nissan also obtained a
second seat on Renault’s Board of Directors.
The purpose of the second phase of the Alliance in 2002 was to provide the
Alliance with a common strategic vision, which resulted in the creation of
Renault-Nissan b.v. and a specifi c corporate governance policy.
1.3.2.2 GOVERNANCE AND OPERATIONAL
STRUCTURE
CREATION OF RENAULT-NISSAN B.V.
Formed on March 28, 2002 Renault-Nissan b.v. is a joint company, incorporated
under Dutch law and equally owned by Renault SA and Nissan Motor Co., Ltd.,
responsible for the strategic management of the Alliance.
This structure decides on medium - and long -term strategy, as described
below under “Powers of Renault-Nissan b.v.”. It bolsters the management of
the Renault-Nissan a lliance and coordinates joint activities at a global level,
allowing for decisions to be made while respecting the autonomy of each
partner and guaranteeing a consensual operating procedure.
Renault-Nissan b.v. possesses clearly defi ned assets and powers over both
Renault and Nissan Motor Co., Ltd.
Renault-Nissan b.v. holds all the shares of existing and future joint subsidiaries
of Renault and Nissan Motor Co., Ltd.
Examples include Renault-Nissan Purchasing Organization (RNPO), which has
been equally owned by Renault and Nissan since its creation in April 2001.
These shares were transferred to Renault- Nissan b.v., which has owned 100%
of RNPO since June 2003.
Renault-Nissan Information Services (RNIS) is a common information systems
company, created in July 2002 and wholly owned by Renault-Nissan b.v.
FINANCIAL STRUCTURE OF THE ALLIANCE
POWERS OF RENAULT-NISSAN B.V.
Renault-Nissan b.v.’s decision-making powers with respect to Nissan Motor Co.,
Ltd. and Renault s.a.s. are limited to the following areas:
adoption of three-, fi ve- and 10-year plans (strategic company projects,
with quantifi ed data);
approval of product plans (parts of strategic projects corresponding to the
design, development, manufacture and sale of current or future products,
vehicles and components);
decisions concerning the commonization of products and powertrains (such
as platforms, vehicles, gearboxes, engines and other components);
fi nancial policy, including:
. rates of discount used for ROIC studies and hurdle rates, applicable to
future models and investments,
. risk-management rules and the policy governing them,
. rules on fi nancing and cash management,
. debt leverage;
management of common subsidiaries, and steering of Cross-Company Teams
(CCT) and Functional Task Teams (FTT) including CCT/FTT/TT (Task Teams)
creation, modifi cation or disbandment;
any other subject or project assigned to Renault-Nissan b.v. on a joint basis
by Nissan Motor Co., Ltd., and Renault s.a.s.
Renault-Nissan b.v. also has the exclusive power to make a range of proposals
to the two operating companies, Nissan Motor Co., Ltd. and Renault s.a.s.
28 Registration Document Renault 2007
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