PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

The Financeand Audit Committee

Composition at31 December 2019 Independence Mainroles

Principaltasksin2019

Mrs Catherine BRADLEY (Chairwoman) Mrs Pamela KNAPP Mrs Anne GUERIN Mr Robert PEUGEOT Mr GillesSCHNEPP

Oversees: > the process of preparing the financial - informationandthe efficiency of internal control and riskmanagement systems, including CSR risks; statutory auditing of the Company’s - annual financial statements and the Group’s consolidated financial statements by theStatutoryAuditors; the independence of the Statutory - Auditors. In particular,overseeing the selection > procedure forenewing the Statutory Auditors. Examining and giving its opinion to the > Supervisory Board on off-balance-sheet commitments, any projects requiring advance authorisation from the Board to which it refersas outlined in the Internal Rules of the Supervisory Board andthe proposals on the appropriation of net profit and setting of the dividend submitted by theManaging Board. Periodically reviewing the Group’s > financial position and financing.

Five meetings in 2019with an attendance rate of 91%.

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Thework ofthe committee included: the 2018 consolidated and half-yearly > financial statements, and the financial statements for the first half-year of 2019; regularmonitoringof Groupe PSA’s > financial situation; monitoring the financial rating > of Groupe PSA companies; regularreview ofthe medium-term > plan (PMT), use of theyearly budget and analysisof any differences; the financial communication media > of Groupe PSA; internal control and compliance, > the “TopGroupRisks” mapping, includingCSR risks, and the 2020 audit plan; the 2019Ethics and Compliance > Committee Report and the Competition compliance plan; the work of the Groupe PSA Audit > and Risk Management Department; the Groupe PSA Finance and Audit > Committee’s charter on authorisation for non-auditservices; Peugeot S.A.’shareownership > structure; the authorisation forthe annual limit > on Peugeot S.A.’s power to give deposits, and issue endorsements and guarantees.

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Mr Louis GALLOIS

Mrs Bénédicte JUYAUX (member representing employee shareholders) * YOUZheng was appointed to the Strategic Committee as from 25 February 2020, replacing AN Tiecheng, who resigned on 17 September 2019.

Percentage of independent directors:66%

In accordance with the French Commercial Code and the and the implementationof corrective actions in the event of AFEP-MEDEF Code, the members of the Finance and Audit materialweaknessesor aberrations.For this purpose,it is notifiedof Committeemust have expertisein finance and accounting.In this the mainobservationsby the StatutoryAuditorsand the Auditand regard, the Supervisory Board believes that all the committee Risk ManagementDepartment.In formalising its opinion on the members have such expertise,as is reflected in their experience, qualityof internalcontrol,it reviewsthe InternalAudit plan for the careers and education,which are presented in Section 3.1of the comingyear and is notifiedof the resultsof the tasksperformedby Universal Registration Document. The committee is chaired by the Audit and Risk ManagementDepartmentin executingthis plan. Mrs Catherine BRADLEY, who has the necessary qualities, The Finance and Audit Committee,which has access to all the particularly in view of her duties on the Board of the Financial information it needs, meets with the Head of Audit and Risk Conduct Authority. The committeemust be given at least four Management,the Head of Accounting,the Head of cash flow and calendar days, barring exceptions, to review the financial the StatutoryAuditors,with or withoutmembersof the Managing statementsbefore presentingthem to the SupervisoryBoard. The Board present. If no Managing Board members are present, the presentationof the annual and half-yearly consolidatedfinancial committeenotifiesthe Chairmanof the ManagingBoardand/orthe statements and the Company financial statements by the Chief memberof the ManagingBoardresponsiblefor finance.To perform FinancialOfficer to the Financeand Audit Committee,then to the these duties, the committee relies on the internal rules of the Supervisory Board, is accompanied by a presentation by the committeethatoutlinestheseduties,andon the 22 July2010report StatutoryAuditors that reports on potentialmajor weaknessesin of the AMFworkinggroupon Audit Committees.The internalrules internalcontroland the accountingoptionsused.Whentheyreview of the Finance and Audit Committee were updated in 2016 to the internal control and risk mappingmechanisms,particularlyfor incorporatethe new aspects introducedby Order no. 2016-315of materialrisks that are likely to impactthe financialand accounting 17 March 2016 transposing the European reform of audits into information,they confirm the degree of maturity and mastery of Frenchlaw. these mechanismsand examinethe processesfor deployingthem

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT