PSA_GROUP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and Supervisory Bodies

The Supervisory Board also discussed the following items: Business and finance: the checks and audits of the consolidated financial statements „ and the Peugeot S.A. company financial statements for the year 2016 and of the financial position at end 2016, together with examination of the related financial releases; the preparation of the Shareholders’ General Meeting on 10 May „ 2017 and the approval of the reports presented to the Shareholders’ General Meeting; review of the major strategic guidelines as proposed by the „ Managing Board (these guidelines received a favourable opinion from the Works Council, which was made known to the Board), and the prior authorisation for various strategic projects, and for the related financial operations; the human resources policy, with a particular focus on gender „ equality between men and women; the Group PSA CSR (corporate social responsibility) policy, „ which is now presented to the Board every year, it being stated that the mapping of CSR issues given in the Registration Document is now covered by a vigilance plan adopted by the Company and examined by the Board; the checks and audits of the earnings and the financial „ statements for the first half of 2017, the Half-year Financial Report and the related financial releases; the 2018 budget and the medium-term plan; „ Groupe PSA’s prior authorisation for joint arrangements, „ particularly in India; the renewal of the annual authorisation to give sureties, „ endorsements and guarantees and the review of the regulated agreements in effect during 2017. Governance and compensation: the drawing-up of the succession plan for the Managing Board, „ and the re-appointment of its members; the setting of the policy for compensating the members of the „ Managing Board for the financial year 2017; approval of performance share plan; „ the interim appointment of three new members to sit on the „ Supervisory Board (Lion Participations represented by Mr Daniel BERNARD, Bpifrance Participations represented by Mrs Anne GUÉRIN, and Mr AN Tiecheng). A strategy seminar was also held in September 2017 and the Board held a meeting at the plant at Chengdu, China, in October 2017. The Supervisory Board also greeted the removal of the Peugeot S.A. headoffices to Rueil-Malmaison, a historic step for Groupe PSA. THE ACTIVITY OF THE CHAIRMAN 3.1.3.6. OF SUPERVISORY BOARD’S CHAIRMAN IN 2017 As required by law, the Chairman of the Peugeot S.A. Supervisory Board is responsible for organising the proceedings of the Board so as to ensure satisfactory exercise of its function of supervising the company’s management activity. In 2017, the Chairman of the Supervisory Board chaired and led the discussions at the Board’s eight meetings held that year. He took care to ensure that the subjects of strategic importance to Groupe PSA were duly and exhaustively discussed, while taking due account of the requests from the members of the Board. He satisfied himself, in liaison with the Chairmen of the four Supervisory Board Committees, of the proper coordination of the various activities, with due observance of the respective duties and remits.

He covered the maintenance of a balance of functions among the governance bodies, being attentive to ensuring frequent and regular dialogue with the Chairman of the Managing Board. As in each year, the Chairman of the Board met all the members and non-voting members of the Supervisory Board at the beginning of the year, to discuss the Board’s operating procedures, give feedback on each member’s contribution to the various activities, and to satisfy himself that the Board operated on a proper collegiate footing. The Chairman of the Board attaches great importance to scrutiny of the Group’s strategic projects. He ensures that the Board is kept adequately informed to enable it to exercise its supervisory powers. Accordingly, in view of the importance to Groupe PSA of the project to acquire the Opel Vauxhall assets, among other steps, the Chairman, with the Chairman of the Strategy Committee, commissioned an additional external study to substantiate the financial and strategic gains from such an acquisition. As Chairman of the Individual Shareholders’ Consultative Committee, the Chairman of the Supervisory Board exchanged with that Committee when they met in December 2017. 3.1.3.7. INDEPENDENT SUPERVISORY BOARD MEMBER IN 2017 As in each year, Mr Geoffroy ROUX de BÉZIEUX, as Senior Independent Member, called and chaired a meeting of the Supervisory Board’s independent members. This meeting gave the independent members the opportunity to discuss the Board’s operating procedures. Mr Geoffroy ROUX de BÉZIEUX went on to convey to the meeting the findings of the Supervisory Board’s Chairman. As Chairman of the Appointments, Compensation and Governance Committee, he had a major role in proposing the interim appointment of new members of the Committees, taking into account theis fields of expertise. In accordance with his terms of reference under the Board’s Internal Rules, he was watchful for any conflict of interest of members that could influence the Board’s deliberations. He took note of some governance-related questions from shareholders not represented on the Supervisory Board, and ensured that they were given a reply. He also took pains to report to the Supervisory Board meeting in December 2017 on the performance of his duties. THE ACTIVITY OF THE SENIOR The Supervisory Board draws on the preparatory work performed by its four committees: the Strategy Committee; „ the Appointments, Compensation and Governance Committee; „ the Finance and Audit Committee; „ the Asia Business Development Committee. „ The role of these four committees is to prepare matters for discussion at Supervisory Board meetings. They issue proposals, recommendations and opinions on the areas falling within their terms of reference and submit them to the Supervisory Board at its meetings. Members attend Committee meetings in their own names and may not be represented by another party. The Committees may call upon external experts when adhering to their objectivity and independence requirements. SUPERVISORY BOARD 3.1.3.8. COMMITTEES

120

GROUPE PSA - 2017 REGISTRATION DOCUMENT