The Company implemented a balanced membership of the Supervisory Board, with 14 members, including:
- six members appointed upon the proposal from each of the three main shareholders:
the companies in the Peugeot family group, the French State, the DongFeng Motor Group Company (via Dongfeng Motor (Hong Kong) International Co., Limited) ;
- six independent members ;
- an employee representative and an employee shareholder representative.
The Board’s objective is to maintain this outcome composition of the shareholder’s agreement signed April 28, 2014 between the three reference shareholders and the Company. It aims to maintain the presence of women at a level at least equivalent to 46%, an independence rate of at least 50% and complementary skills of members.
The Board is chaired by an independent member. The Board has conferred the title of Vice-Chairman upon three members of the Board, on the proposal of each of the three main shareholders. An Independent Reference Member has been appointed from among the independent members.
Members of the Supervisory Board are appointed for a four-year term (apart from Pamela Knapp, whose six-year term had already begun when the articles of association were modified in 2011).
The Board’s meetings are attended by three non-voting advisor.
In accordance with the law, meetings of the Supervisory Board are also attended by one non-voting member of the Peugeot S.A. Works Council.
A reviewed independence of Supervisory Board members
Following preparatory work by the Appointments, Remuneration and Governance Committee, the Supervisory Board reviews the position of each of its members with regard to the independence criteria selected by the Company (Article 9.4. of the AFEP-MEDEF Code) every year. As part of its review, the Supervisory Board took into account the existence of business relations between the members of the Supervisory Board and the Group or its shareholders.
Based on these criteria the proportion of independent members amounts to 50%.
Increased representation of women
The Supervisory Board has had six female and eight male members; women account for 46%. Thus, it satisfies the legislation before mandatory compliance date.
The Supervisory Board has four members of foreign nationality and all non-employee members have experience within an international organization.
Selection process for members
The set of criteria (skills and complementarity of skills, feminisation, independence, internationalisation,) are considered by the Appointments, Remuneration and Governance Committee in its proposals of candidates to the Supervisory Board. The committee organises a procedure for selecting future members and carry out its own studies on potential candidates before approaching them. This process includes the establishment of specifications and eventually the use of an outside provider to assist the committee in its candidate searches. The committee receives the candidates and submits proposals to the Supervisory Board. The Supervisory Board examines the independence of considered candidates, particularly with regard to business relations between the Group and the entities in which the candidates can perform directorships and positions. Upon assuming office, each new member makes a statement on external directorships currently held and held in the past five years, the conflicts of interest he/she may have and the absence of any criminal record.
This balanced membership ensures the quality of the debates and decisions taken by the Supervisory Board.