The Supervisory Board

  • A balanced membership

    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.

    Increased internationalization

    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.

  • The current membership

  • Internal rules

    Internal rules formalise the operating rules and the working methods of the Supervisory Board.

    « Internal Rules of the Supervisory Board » (French only)


  • The stock market code of ethics

    A stock market Code of Ethics defines the preventive measures authorising members of the Supervisory Board, Managing Board and/or Advisors to the Supervisory Board to intervene on Peugeot S.A. and/or 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.).

    All corporate directorshave signed on to the charter. They are periodically reminded of these obligations by the Company. An identical Stock Market Code of Ethics applies to members of the Executive Committee.

    Stock Market Code of Ethics

  • The supervisory boards committees

    The Supervisory Board draws on the preparatory work performed by its four Committees:

    • the Finance and Audit Committee;
    • the Strategy Committee;
    • the Appointments, Remuneration and Governance 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.

  • The membership of the commitees

  • The strategy committee

    The role of the Strategy Committee is to look at the long-term future and potential avenues for growth, and suggest to the Supervisory Board the Group’s general orientations. The Supervisory Board is seized to examine any major project from an early stage. Therefore, it is kept informed of the projects’ content, especially their business approach and development. In this respect, it makes recommendations strategic plans presented by the Managing Board.

  • Appointments, remuneration and governance committee

    The principal role of the Appointments, Remuneration and Governance Committee is to issue recommendations and suggestions on the appointment of new members of the Managing or Supervisory Boards, as well as on their compensation. It takes into consideration all regulations, market recommendations and those of issuer representatives to submit opinions or make recommendations to the Supervisory Board in terms of governance.e.

  • Finance and audit committee

    The role of the Finance and Audit Committee is to monitor the preparation of financial information, the efficiency of internal control and risk management systems, statutory auditing of the Company’s annual financial statements and the Group’s consolidated financial statements by the Statutory Auditors and the independence of the Statutory Auditors.

  • Asia Business Development committee

    The role of the Asia Business Development Committee is to consider carefully the Group’s long-term future in Asia, look at potential growth strategies in the Asian market and suggest to the Supervisory Board the Group’s main growth strategies in Asia. The Chairman of the Supervisory Board refers all major projects concerning the Asian market to the Committee from the outset. n.

  • Report of the chairman of the supervisory board

    In accordance with Article L. 225-68 of the French Commercial Code, the report of the Chairman of the Supervisory Board is about its composition and the application of the balanced gender representation principle, the conditions for preparing and organising the work of the Board and the internal control and risk management procedures.

    “Report of the Chairman of the Supervisory Board 2015”