PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

OPERATING PROCEDURES OF THE

3.1.3.2. SUPERVISORY BOARD

ensure that important matters are properly prepared and n discussed; measurethe actual contributionof each memberto the Board’s n work through their expertise and involvement in the proceedings. For this purpose,once a year the SupervisoryBoard devotesone agenda item to its operating procedures and reports on these assessments in the meeting minutes. A formal assessmentis carried out once every three years. It is initiated by the Appointments, Compensation and Governance Committee, with the assistance of an outside consultant if necessary, in accordance with the recommendations of the AFEP-MEDEF Code. Shareholdersare informedannuallythroughtheSupervisoryBoard’s Report on corporate governance about the completion of the assessment and any further action that maybe taken. A meetingof the membersof the SupervisoryBoardis held once a year to assessthe performanceof the ManagingBoardand plan for its future. A formal assessment was performed with the assistance of an outsideconsultantduring financialyear 2018. The conclusionsand action plan were reported to the Supervisory Board during its 23 April 2018 meeting. At its meeting on 13 December2019, the Appointments,Compensationand GovernanceCommitteedecided to launch an internal assessment, without assistance from an outsideconsultant.This assessmentmeasuredthe progressagainst the recommendationsmade in 2018 and listed new areas for improvement for 2020 in the form of an online questionnaire, completed by a meeting between the Chairman of the Appointments,Compensation andGovernanceCommitteeandeach Board member to discuss the answers received. The resultswere sharedwith the Appointments,Compensationand GovernanceCommitteeduringits meetingson 31 January2020and 24 February2020, then a summaryof the results and actionswas presentedat the SupervisoryBoardmeetingof 25 February2020. All the membersnotedan improvement in the SupervisoryBoard’s operating procedures since last year in terms of the Board’s composition, its areas of activity, and the operation of the Supervisory Board andcommittees. The assessmentfoundthat the climateis constructiveand that the SupervisoryBoardfunctionsunderan authoritative,knowledgeable Chairmanwho keeps the Boardon track, fosterseffectivedecision making and promotes smooth cooperation with the Managing Board, which for its part provides the Supervisory Board with transparent, comprehensive r ports on itsmanagement work. The members also expressed satisfaction with the operating proceduresof the Appointments,Compensationand Governance Committeeand of the Financialand Audit Committeeand stated that the term of the latter could be extendedgiven the abundant material on itsmeeting agendas. With respectto the StrategicCommittee,thanksto the increasein the number of committeemeetingsa year voted on in 2018, the SupervisoryBoardhas beenableto expandits role in the analysisof strategicoperationsandmergersand acquisitions,and in the study of majortransformations in the automotive business. The Supervisory Board’s strategic seminar was judged to be completeandessential.The implementationof an inductionprocess has been effective in onboardingnew members.This trainingwill enable new members to perform their duties armed with more information, study the Board’s and committees’ cases more effectively and meet the managers of the Group’s different departments. The members also voiced the need to improve the roles and operating procedures of the Asia Business Development Committee.This committeethereforeconductedan analysisof its own operating procedures and identified possible areas of improvement.

The SupervisoryBoard, in its operatingproceduresand activities, bases itself on the Board’s Internal Rules; the full text of these is available onthe Groupwebsite. The SupervisoryBoard’s Internal Rules set out the following, notably: the minimumnumber of Board meetings that must be held per n year (five), as well as the proceduresto be applied when holdingthe meetingsandpreparingtheagenda; the procedures for supplying information to members n (a monthly presentation on the Group’sbusiness and results); the roles and responsibilities of the Supervisory Board n committees; the obligationsof SupervisoryBoardmembers; n minimum shareholding (1,000 shares), except for French n governmentrepresentatives, the employeerepresentativeand the employeeshareholders’ representative, in accordancewith the speciallegislative provisions applicableto them; ruleson themanagementof conflictsof interest:“ All members n of the SupervisoryBoardwho are, even potentially,directlyor through an intermediary,in a situationof conflict of interest with regard to the corporateinterest due to the duties they perform and/or other interests they have, must notify the Chairman of the SupervisoryBoard or any person appointed by him. They shall refrainfrom takingpart in decision-making on relatedissues,andas suchmaybe askednot to takepart in the vote ”. The StockMarketCode of Ethicswas updatedin 2016 to take into account new market abuse regulations. It aims to define the preventive measures authorising members of the Supervisory Board, Managing Board, Global Executive Committee and non-votingmembersto interveneon Peugeot S.A.and/orFaurecia securities, in line with market integrity rules (reminder of confidentialityobligationsand the obligationto refrain from such activity in the event of access to insider information and the applicable penalties, reporting obligations, blackout periods, inclusionon the insiders’tradinglist, etc.).It is availablein full on the Group’s website. All corporate directors have signed on to the charter.They are periodicallyremindedof these obligationsby the Company. ASSESSMENT OF THE 3.1.3.4. SUPERVISORY BOARD’S OPERATING PROCEDURES The SupervisoryBoard’s Internal Rules set out the following:the Board regularly reviews its membership,organisation,functioning and the proceduresused to exercise its control. The Board also works with the Managing Board to evaluate the operating STOCK MARKET CODE OF ETHICS 3.1.3.3.

procedures between the twobodies. Thisassessment has three aims, to: reviewthe Board’soperating procedures; n

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT