PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

THE INDEPENDENT MEMBERS

3.1.2.5.

The Appointments, Compensation and Governance Committee ensures that the proportion of independent members on the Supervisory Board remains consistent, in accordance with the recommendations of theAFEP-MEDEFCode(paragraph 8.3),which state that independentmembersshouldmake up at least one-half of theBoard’smembers. As statedin the InternalRules of the SupervisoryBoard,“ members of the SupervisoryBoardrepresentall shareholdersandmustalways act in the corporateinterestsof the Company. Eachmemberof the Supervisory Board shall strive to ensure that their analysis, judgement,decision-makingand action are independent,to benefit the Company’s interest.Theyagreenot to seekout or to acceptany benefit likely toundermine this ”. On a recommendationof the Appointments,Compensationand Governance Committee, the Supervisory Board reviewed the positionof each of its memberswith regard to the independence criteriaselectedby the Company(paragraph 8of the AFEP-MEDEF Code) atits meeting on25 February 2020: not to be and not to have been within the last five years: an n employee or Executive Company Officer of the Company; an employee,ExecutiveCompanyOfficeror directorof a company consolidated within the Company; an employee, Executive CompanyOfficer or directorof the Company’sparent company or of a company consolidated within the parent company; not be an ExecutiveCompanyOfficerof a companyin whichthe n Companyholdsdirectlyor indirectlya directorshipor in whichan employeedesignatedas suchor an ExecutiveCompanyOfficerof the Company(either currentlyor in the last five years) holds a directorship; not be a major client, supplier, investmentbanker or corporate n banker,or consultantof the Companyor its Group,or for which the Company or its Group represents a significant part of its business; must haveno closefamilytieswitha corporate officer; n must not have been a StatutoryAuditorof the Companyin the n last five years;

must nothavebeena Companydirectorduring the last 12 years. n On the basis of these criteria,at its meetingon 25 February2020, the SupervisoryBoard classified five membersas independent: Mr Louis GALLOIS (Chairman of the Supervisory Board); n Mr GillesSCHNEPP(Vice-Chairman andIndependentMember); n

Mrs Catherine BRADLEY; n Mrs Pamela KNAPP; and n Mr Thierry de LA TOUR D’ARTAISE. n

Consequently,the proportionof independentdirectors is 46%, a decline from previous years, following the resignation of Helle KRISTOFFERSEN,whowishedto focuson her dutiesat the TOTAL Group.This resignation took effecton 13 September 2019. It shouldbe recalledthat, in accordancewith paragraph 8.3of the AFEP-MEDEFCode,membersrepresentingemployeesor employee shareholders are not included when calculating this percentage. Thus, it must be stressedthat the Board,mindfulof abidingby the recommendationsof the AFEP-MEDEFCode, which it enforces, asked the Appointments, Compensation and Governance Committeeto begin the search for a new member who may be classified as independent and who meets the requirementsfor joining Peugeot S.A.’s Board. However,since Groupe PSAhas signed an preliminaryagreement for a cross-bordermergerwith the FCA Group,the Boarddecided to suspendits searchfor newcandidatesto avoida situationwhere a new member would join the SupervisoryBoard for a limited periodand in a phasethat is socriticalfor the Group. This decision was taken based on the fact that the stability of governanceand inclusionof the interestsof all shareholdersof the Group are assured by the current compositionof the Board. The presenceof an independentand leadmemberon theBoard,holding the officeof Chairmanof theCommitteeresponsiblefor governance (Appointments, Compensation and Governance Committee) ensures that the positions of the independentmembers of the Board are taken into account in the interest of all Group shareholders.

Pursuantto the AFEP-MEDEFCode in its versionupdatedin June 2018,the analysisthat leads to consideringthe independenceof the Board members listed above is summarised in the tablebelow:

Louis GALLOIS

Gilles SCHNEPP

Catherine BRADLEY

Pamela KNAPP

Thierryde LATOURD’ARTAISE

Criteria (1)

Criterion 1: Hasnotbeen an employee or Executive Directorof the Managing Board of the Companyor a subsidiary in the past 5 years

√

√

√

√

√

Criterion 2: No cross-directorships

√

√

√

√

√

Criterion 3: Must nothaveany significant business relationships Criterion 4: Must notberelated byclosefamily ties to aCompanyofficer Criterion 5: Must nothavebeen aStatutoryAuditor of the Company in the last fiveyears Criterion 7: SupervisoryBoardmember status (Does notreceive variable compensation) Criterion 8: Majorshareholder status (< 10% in the Company’s share capital) Criterion 6: Term ofofficeless than 12 years

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

√

In thistable, √ representsan independence criterionthatis metandX representsan independence criterionthatis notmet. (1)

103

GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT