PSA_GROUP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and Supervisory Bodies

OPERATING PROCEDURES OF THE

3.1.3.2. SUPERVISORY BOARD

This review has three aims, to: review the Board’s operating procedures; „ ensure that important matters are properly prepared and „ discussed; measure the actual contribution of each member to the Board’s „ work through their expertise and involvement in the proceedings. For this purpose, the Supervisory Board discusses its operating procedures once a year and, every three years as a minimum, conducts a formal review in accordance with the AFEP-MEDEF Code recommendations. It is performed by the Appointments, Compensation and Governance Committee, with the assistance of an external consultant if required. The shareholders are notified every year, in the Annual Report, of the carrying-out of the review and any follow-up measures. In 2017, the annual assessment of the operating procedures of the Supervisory Board and its committees was conducted internally then debated by the Supervisory Board at its meeting of 19 December 2017, at which Managing Board members were not present. This debate was also enriched by the findings of the meeting of the Independent Members, organised by the Senior Independent Member in December 2017. This review found that the members of the Board were satisfied overall with its operating procedures, and particularly with the direction taken by the Finance and Audit Committee, under the impulsion of its Chairman. Similarly, the Asia Business Development Committee has made continual progress in the standard of both the topics submitted and its discussions since its creation in 2014. The actions instituted in response to the formal review in 2015, with the aid of an external consultant, have been made fixtures, as with the individual meetings of the Chairman of the Board with its members, now conducted yearly. Likewise, the plan for succession to positions on the Managing Board is drafted annually by the Appointments, Compensation and Governance Committee. In 2017, the members of the Supervisory Board as a body attended a strategy seminar and travelled to China for the annual journey abroad. The density and quality of the topics at these two venues allowed in-depth discussion of the Group’s strategic concerns at the first, and of the situation of the automotive market and of Groupe PSA in China at the second. Following the discussion of the Board’s operating procedures, some improvements were proposed. They shall be further detailed at the formal review to be conducted in the first half of 2018. In this connection, the Appointments, Compensation and Governance Committee, at its meeting on 15 December 2017, initiated a formal review of the Supervisory Board with the assistance of the external consultant who had previously audited the Board in 2013 and 2015, in view of his knowledge of Groupe PSA, and in order to have consistent points of comparison with the earlier reviews. All the members of the Board, together with the members of the Managing Board, will be audited anonymously. The findings of this formal review, and the resulting action plan, will be detailed in the Registration Document for 2018.

The Supervisory Board, in its operating procedures and activities, bases itself on the Board’s Internal Rules; the full text of these is available on the Group website. The Supervisory Board’s Internal Rules set out the following, notably: the minimum number of Board meetings that must be held „ per year (five), as well as the procedures to be applied when holding the meetings and preparing the agenda; the procedures for supplying information to members (a „ monthly presentation on the Group’s business and results); the roles and responsibilities of the Supervisory Board „ Committees; the obligations of Supervisory Board members; „ minimum shareholding (1,000 shares), except for French „ government representatives, the employee representative and the employee shareholders’ representative, in accordance with the special legislative provisions applicable to them; rules for managing conflicts of interest: “Any member of the „ Supervisory Board who finds him- or herself, even potentially, either directly or via an intermediary, in a situation in conflict with the corporate interest, must notify the Chairman of the Supervisory Board, or any person appointed by that Chairman. They shall refrain from taking part in decision-making on related issues, and as such may be asked not to take part in the vote”. The Stock Market Code of Ethics was updated in 2016 to take into account new market abuse regulations. It aims to define the preventive measures authorising members of the Supervisory Board, Executive Committee and non-voting members of the Supervisory Board to intervene on Peugeot S.A. and Faurecia securities, in line with market integrity rules (reminder of confidentiality obligations and the obligation to refrain from such activity in the event of access to insider information and the applicable penalties, reporting obligations, blackout periods, inclusion on the insiders’ trading list, etc.). It is available in full on the Group’s website. All corporate directors have signed on to the charter. They are periodically reminded of these obligations by the Company. STOCK MARKET CODE OF ETHICS 3.1.3.3. REVIEW OF THE SUPERVISORY 3.1.3.4. BOARD’S OPERATING PROCEDURES The Supervisory Board’s Internal Rules set out the following: the Board regularly reviews its membership, organisation, functioning and the procedures used to exercise its control. The Board also works with the Managing Board to review the operating procedures between the two bodies.

SUPERVISORY BOARD MEETINGS

3.1.3.5. IN 2017

The Supervisory Board met eight times in 2017, compared with nine times in 2016. The attendance rate of its members at the meetings was 97%. The highlight of 2017 was the acquisition of Opel Vauxhall. The acquisition process was scrutinised and examined by the Supervisory Board throughout the financial year.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT