Commission Decision (EU) 2016/2068 of 29 July 2013 on State aid SA.35611 (13/C) that France plans to implement in favour of the PSA Peugeot Citroën SA Group (notified under document C(2013) 4971) (Text with EEA relevance )

1. APPOINTMENT OF AN INDEPENDENT EXPERT

(1) The French authorities undertake that the PSA Group will appoint an Independent Expert responsible for detailed monitoring of the implementation of the commitments made in the letter of commitments of 23 July 2013 (‘the Independent Expert’) for the term of the restructuring plan, namely until 31 December 2015.

(2) The Independent Expert is to be independent of the PSA Group. In view of his investment banking, consultancy or accountancy background, the Independent Expert will possess all the expertise and knowledge needed to perform his mandate and may not at any time be subject to a conflict of interests. The remuneration paid to the Independent Expert by the PSA Group will be such that it does not in any way prejudice the effective and independent performance of his tasks.

(3) The French authorities will submit the names of at least two persons or institutions for appointment as Independent Expert for prior approval by the European Commission, no later than four weeks after the date of notification to the French authorities of the Commission's future decision in Case SA.35611.

(4) The proposals by the French authorities must be detailed enough for the European Commission to verify that the Independent Expert satisfies the conditions set out in this commitment. The proposals should contain the following information in particular:

1. a draft mandate, detailing all the terms under which the Independent Expert is to perform his tasks;

2. a draft work plan detailing the way in which the Independent Expert proposes to carry out his tasks.

(5) The European Commission may approve or reject the proposed Independent Expert(s) and may approve the draft mandate subject to any changes that it considers necessary for the Independent Expert to be able to perform his tasks. If the European Commission approves only one of the PSA Group's proposals, the Group will appoint that person or institution as Independent Expert or will take the necessary steps for that person or institution to be appointed pursuant to the draft mandate approved by the European Commission. If more than one name is approved, the PSA Group will be free to decide which of the persons or institutions it wishes to appoint as Independent Expert. The Independent Expert will be appointed within one week of approval by the Commission and pursuant to the draft mandate approved by the Commission.

(6) If all the proposals by the French authorities are rejected, the French authorities undertake that the PSA Group will propose at least two further persons or institutions in accordance with the conditions and the procedure set out in this commitment, within two weeks of notification by the European Commission of its rejection of the first proposal.

(7) If the European Commission rejects the French authorities' new proposals, the Commission will appoint an Independent Expert who must be appointed by the PSA Group under the draft mandate approved by the Commission.

2. MISSIONS AND OBLIGATIONS OF THE INDEPENDENT EXPERT

(8) The Independent Expert will (i) assist the European Commission in verifying that the PSA Group is complying with the obligations incumbent upon it under the letter of commitments of 23 July 2013; and (ii) carry out his tasks as defined in the letter of commitments of 23 July 2013. The Independent Expert will perform his tasks pursuant to the work plan approved by the European Commission, which may be amended with the Commission's approval. The European Commission may, on its own initiative or at the request of the Independent Expert or the PSA Group, give instructions to the Independent Expert. The PSA Group may not give instructions to the Independent Expert.

(9) The Independent Expert's mission is to ensure that all the obligations set out in the letter of commitments of 23 July 2013 are complied with and fully implemented and to ensure that the PSA Group implements the restructuring plan notified on 12 March 2013 to the European Commission.

(10) The Independent Expert:

1. will, in his first report, propose to the European Commission a detailed work plan describing the way in which he will verify compliance with the letter of commitments of 23 July 2013;

2. will verify that the PSA Group is fully and properly implementing its restructuring plan and in particular:

   • that it is implementing the commitments set out in the letter of 23 July 2013 and the compensatory measures described in the letter of commitments of 23 July 2013;

   • that it is implementing the viability measures described in point 6 of the letter of commitments of 23 July 2013;

3. will ensure compliance with all the other commitments set out in the letter of 23 July 2013;

4. will perform all the other functions assigned to him in the letter of commitments of 23 July 2013;

5. will propose to the PSA Group any measures that he considers useful for compliance with the commitments set out in the letter of 23 July 2013;

6. will take account of changes in regulations that may have an impact on liquidity and solvency in order to monitor trends in the main financial indicators relevant to the projections of the PSA Group's restructuring plan;

7. will furnish the European Commission, the French authorities and the PSA Group with a draft report within 30 days of each six-month period. The European Commission, the French authorities and the PSA Group may propose amendments within five working days. Within five working days of receipt of the comments, the Independent Expert will prepare a final report, taking account, as far as possible and at his discretion, of the comments received. The Independent Expert will then send his report to the European Commission and the French authorities. He may then send his report to the PSA Group. In no case may he send his report to the French authorities or to the PSA Group before sending it to the European Commission. If the Independent Expert's final report contains confidential information on the PSA Group, the Independent Expert may send it a non-confidential version.

   The report will in particular describe the steps taken by the Independent Expert to carry out his mission and the PSA Group's compliance with the obligations incumbent upon it under the letter of commitments. It will enable the European Commission to verify that the PSA Group is being managed in accordance with the obligations set out in the letter of commitments of 23 July 2013. If necessary, the European Commission may specify in further detail what it wishes to be included in the report.

   In addition to these reports, the Independent Expert will inform the European Commission with due diligence of any failure to comply with the commitments set out in the letter of 23 July 2013 that he may have cause to suspect, at the same time sending a non-confidential version of his letter to the PSA Group.

3. OBLIGATIONS INCUMBENT UPON THE PSA GROUP

(11) The PSA Group will provide, and ensure that its directors provide, subject to the rules of professional confidentiality, any cooperation, assistance and information that the Independent Expert may reasonably require from them in order to carry out his tasks under his mandate. The Independent Expert will have unrestricted access to all information, documents and archives and to all directors or employees of the PSA Group necessary for the performance of his tasks. The PSA Group will provide an office at its premises for the Independent Expert and any PSA Group employee must be willing to meet the Independent Expert and provide him with the information that he needs to carry out his tasks.

(12) Subject to agreement by the PSA Group (which may not be refused or delayed without cause) and at its cost, the Independent Expert may call on any consultants that he wishes, especially for legal or business financing advice, if he considers this necessary for the performance of his tasks pursuant to the letter of commitments of 23 July 2013 and provided that the costs and other fees resulting therefrom are reasonable. If the PSA Group refuses to allow the Independent Expert to call on such consultants, the Commission may approve their appointment after hearing the PSA Group. Only the Independent Expert may issue instructions to these consultants.

4. REPLACEMENT, DISCHARGE AND APPOINTMENT OF A NEW INDEPENDENT EXPERT

(13) If the Independent Expert terminates his functions as described in the commitments set out in the letter of 23 July 2013 or for any other reason, for instance a conflict of interest concerning the Independent Expert:

1. the Commission may, after hearing the Independent Expert, require the PSA Group to replace him;

2. the PSA Group may, with the Commission's approval, replace the Independent Expert.

(14) If the Independent Expert is discharged from his duties pursuant to section 4 of this Annex, he may be required to continue to perform his duties until a new Independent Expert is appointed and he has passed on to him all the relevant information he has available. The new Independent Expert will be appointed in accordance with the procedure described in section 1 of this Annex.

(15) Subject to point (13) of this Annex, the Independent Expert may end his duties only after he has been discharged from them by the Commission, once he has fulfilled all the obligations incumbent upon him. However, the Commission may at any time require a new Independent Expert to be appointed if it were subsequently to emerge that the commitments set out in the letter of 23 July 2013 have not been fully and properly complied with.