Peugeot - AGM 25 June 2020
ITEMS 17 to 20: The Company proposes 4 resolutions in relation to the potential future
merger with FCA. The analysis of these resolutions requires the analysis of the
proposed deal. Supporting these resolutions when the shareholder considers that the
merger would not take place under acceptable conditions and that certain terms (such
as the exchange ratio, for example) would have to be renegotiated at least before the
transaction would not be consistent, since these commitments would undermine the
objective of renegotiating the terms of the deal that are more favourable to Peugeot.
However, ECGS has many reservations about this deal, not only in financial terms, but
also in terms of shareholder rights and governance, but also with regard to the
environmental aspects involved. We therefore believe that the deal needs to be
renegotiated. Therefore, we do not support any of the resolutions related to this deal.
ITEMS 6 and 7: The Company is proposing a 13% increase in the fixed compensation of
the Chairman of the Management Board, to €1.7 million (i.e. 152% of the median of the
Cac 40 and 135% of the median of the Automobiles sector of the MSCI Europe).
Among the arguments put forward by the company is the merger with FCA. It is rather
surprising that this point is advanced since the said merger has not yet taken place and
has not yet borne its possible fruits. Furthermore, the company states that it used a
panel of European and American companies, known for their excessive remuneration
practices, but that it apparently excluded Japanese companies which, despite their
international influence, have much lower remuneration practices. The choice of a panel
excluding these companies therefore does not seem balanced.
Furthermore, this increase in the fixed salary is combined with an increase in the
maximum bonus to 250% of the fixed salary (previously 200%). The combined increase
in the fixed salary and maximum bonus has the effect of raising the already excessive
maximum total compensation from €6.48 million to €8.7 million (+34%). These changes
are not acceptable and we do not support resolutions 6 and 7.
Peugeot is an automobile manufacturer (cars and light commercial vehicles), supported by two brands: Peugeot and Citroen. Co.'s activities are divided into four main segments: Automobile (Co. designs, manufactures and markets passenger cars and light commercial vehicles under Peugeot and Citroen brands), Finance (Co. provides retail and wholesale financing to customers and dealer networks), Automotive equipment (Co. produces Interior Systems, Automotive Seating, Automotive Exteriors and Emissions Control Technologies) and Other businesses (Co. produces scooters).
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