Proxy Report - 24/04/2018
Once again this year, the Supervisory Board maintained its plan regarding the acquisition of Bons Bretons (authority to issue
warrants as an anti-takeover device, cf. resolution 23) while this authorisation was strongly opposed by shareholders during the last General Meeting (only 76,92% approved).
Moreover, resolutions 11 and 12 provide with the introduction of an extraordinary compensation component in the 2017 Remuneration Policy, voted ex-post and justified as an "adjustment". This extraordinary compensation framework reflects the succesful recovery plan of Opel Vauxhall by PSA. The amounts granted in respect to year 2017, for the Chairman of the Management Board and for one of the Board's members were, are respectively €1 million and €500 000. We oppose this mesure.
We draw attention on the new remuneration policy for the Chairman of the Management Board, Carlos Tavares (resolution 13). The 2018 policy leads to excessive amounts due to an increase in both base salary and bonus targets/maximum. If allowed, this resolution will also authorised the introduction of the extraordinary compensation whose ceilings are not communicated. For the year under review, Carlos Tavares received a total of €6,7 million.
We would also like to point that this year Dongfeng becomes the Group's largest shareholder. Back to 2013, when it entered into the Group's share capital, the French State pledged to take part into the capital to prevent from an equity control. However, today Dongfeng owns 19,94 of the voting rights while the French State (through Lion Participation) is at 9,97%. This change in the Company's share capital is a significant risk for minority shareholders and so does the retention of the double voting rights.
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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