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M anagement and Administration Main functions and directorships held during 2002 Main functions and directorships held during 2002 by the Members of the Supervisory Board and the Members of the Managing Board are as follows: Supervisory Board: Thierry Peugeot Chairman of the Supervisory Board Appointed: December 19, 2002 Term ends: 2004 Thierry Peugeot, 45, is also Chairman of Immeubles et Participations de l’Est, Vice-Chairman of Etablissements Peugeot Frères, Member of the Board of Société Foncière, Financière et de Participations–FFP, L.F.P.F.-La Française de Participations Financières, Société Anonyme de Participations SAPAR, Compagnie Industrielle de Delle and Permanent Representative of Compagnie Industrielle de Delle on the Board of Directors of Lisi. Jean Boillot Vice-Chairman of the Supervisory Board First elected to the Supervisory Board: April 18, 1990 Term ends: 2007. Jean Boillot, 77, was a Member of the Board of Peugeot Motor Company Plc until February 2003. Jean-Philippe Peugeot Vice-Chairman of the Supervisory Board First elected to the Supervisory Board: May 16, 2001 Term ends: 2007 Chairman of Etablissements Peugeot Frères Jean-Philippe Peugeot, 50, is also Chairman of the Board of Nutrition et Communication, Vice-Chairman of Société Foncière, Financière et de Participations–FFP and Member of the Board of L.F.P.F.-La Française de Participations Financières and Immeubles et Participations de l’Est. Pierre Banzet Member of the Supervisory Board First elected to the Supervisory Board: June 23, 1994 Term ends: 2005 Pierre Banzet, 73, is Honorary Professor of Medicine and member of the Académie de Médecine. Jean-Louis Dumas Member of the Supervisory Board First elected to the Supervisory Board: May 16, 2001 Term ends: 2007 Managing General Partner of Hermès International Jean-Louis Dumas, 65, is also Member of the Board of L'Oréal and Member of the Steering Committee of the Banque de France. Marc Friedel Member of the Supervisory Board First elected to the Supervisory Board: June 26, 1996 Term ends: 2008 Consultant Marc Friedel, 54, is also Member of the Supervisory Board of Presses Universitaires de France and permanent representative of SOFINACTION (CIC Group) on the Board of Directors of Société Nancéienne Varin- Bernier (SNVB). Jean-Louis Masurel Member of the Supervisory Board First elected to the Supervisory Board: August 27, 1987 Term ends: 2005 Jean-Louis Masurel, 62, is Managing Partner of Société des Vins de Fontfroide. He is also Chairman of Arcos Investissements S.A., Member of the Supervisory Board of Oudart S.A. and Member of the Board of Société des Bains de Mer à Monaco (S.B.M.) and Banque du Gothard Sam (Monaco). François Michelin Member of the Supervisory Board First elected to the Supervisory Board: October 21, 1992 Term ends: 2006 Former Managing Partner of Compagnie Générale des Etablissements Michelin François Michelin, 76, is also Chairman of Participation et Développement Industriels S.A.–PARDEVI and Managing Partner of Michelin Reifenwerke (Germany) and Compagnie Financière Michelin (Switzerland). Jean-Paul Parayre Member of the Supervisory Board First elected to the Supervisory Board: December 11, 1984 Term ends: 2005 Chairman of the Supervisory Board of Vallourec Jean-Paul Parayre, 65, is also member of the Steering Committee of V & M do Brasil (Brazil), and Member of the Board of Bolloré Investissement, Carillion Plc (UK), Sea Invest France, Seabulk (France), SDV Cameroun, SDV Congo, SNEF, Stena Line (Sweden), Stena Maritime and Stena UK (UK). Marie-Hélène Roncoroni Member of the Supervisory Board First elected to the Supervisory Board: June 2, 1999 Term ends: 2005 Marie-Hélène Roncoroni, 42, is also Vice-Chairman of Société Foncière, Financière et de Participations–FFP, Member of the Board of L.F.P.F.-La Française de Participations Financières, Société Anonyme de Participations–SAPAR, Etablissements Peugeot Frères and Immeubles et Participations de l’Est, and Permanent Representative of Société Anonyme de Participations–SAPAR on the Board of Directors of Société des Immeubles de Franche-Comté and Permanent Representative of Société des Immeubles de Franche-Comté on the Board of Directors of Société Anonyme Comtoise de Participation. 202 PSA PEUGEOT CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
M anagement and Administration Main functions and directorships held during 2002 Ernest-Antoine Seillière de Laborde Member of the Supervisory Board First elected to the Supervisory Board: June 22, 1994 Term ends: 2006 Chairman of Mouvement des Entreprises de France–MEDEF and Chairman of the Board of Wendel Investissement Ernest-Antoine Seillière de Laborde, 65, is also Vice-Chairman of the Supervisory Board of Cap Gemini, Chairman of the Supervisory Board of Trader.com N.V., Member of the Supervisory Board of Hermès International S.A. and of Oranje – Nassau Groep B.V., Member of the Board of Société Lorraine de Participations Sidérurgiques–SLPS and Permanent Representative of SOFISERVICE on the Supervisory Board of Bureau Veritas. Joseph F. Toot Jr Member of the Supervisory Board First elected to the Supervisory Board: May 24, 2000 Term ends: 2006 Joseph F. Toot Jr., 67, is also Member of the Board of Rockwell Automation, Rockwell Collins, and the Timken Company. Bertrand Peugeot Advisor to the Supervisory Board First elected to the Supervisory Board: June 8, 1999 Term ends: 2005 Bertrand Peugeot, 79, is also Member of the Board of Etablissements Peugeot Frères, Paris Loire, and L.F.P.F.–La Française de Participations Financières. Roland Peugeot Advisor to the Supervisory Board First elected to the Supervisory Board: May 16, 2001 Term ends: 2007 Roland Peugeot, 77, is also Honorary Chairman of Etablissements Peugeot Frères and Football Club Section Montbéliard–FCSM S.A. and Permanent Representative of Etablissements Peugeot Frères on the Board of Directors of L.F.P.F.–La Française de Participations Financières. Every member of the Supervisory Board must own at least 25 Peugeot S.A. shares. In determining the independence of Supervisory Board members, the Board bases its conclusions on most of the criteria recommended for members of a Board of Directors in the Bouton report on corporate governance. The only exceptions concern the twelve-year limit on successive terms and the fact of not having served as an officer in a consolidated company during the past five years. The Board believes that the auto industry experience acquired over several terms on the Board is especially desirable in a business based on medium and longterm cycles, and that having recently been a company director does not pose any risk of the conflict of interest that the independence rules are intended to prevent. In application of COB recommendation of January 17, 2003, the Board examined its membership and considers that Jean Boillot, Jean-Louis Dumas, Jean-Louis Masurel and Joseph Toot Jr. qualify as independent directors. Note, however, that no member of the Board exercises any senior executive responsibilities or is a salaried employee of a Group company. In the future, when new candidates are proposed for election to the Board, they will be carefully selected by the Board, in particular as regards the above-mentioned criteria for determining a director’s independence and following a review by the Compensation and Appointments Committee. Managing Board Jean-Martin Folz Chairman of the Managing Board First elected to the Managing Board: September 30, 1997 Term ends: April 24, 2004 Jean-Martin Folz, 56, is also Chairman of Automobiles Peugeot and of Automobiles Citroën and Member of the Board of Banque PSA Finance, Peugeot Citroën Automobiles, Faurecia, Saint-Gobain and Solvay (Belgium). Frédéric Saint-Geours Member of the Managing Board First elected to the Managing Board: July 1, 1998 Term ends: April 24, 2004 Chief Executive Officer of Automobiles Peugeot Frédéric Saint-Geours, 53, is also Chairman of Peugeot Motor Company Plc, Member of the Supervisory Board of Peugeot Deutschland GmbH, Member of the Board of Peugeot España S.A. and Permanent Representative of Automobiles Peugeot on the Board of Directors of Gefco and of Automobiles Peugeot on the Board of Directors of Banque PSA Finance. Claude Satinet Member of the Managing Board First elected to the Managing Board: July 1, 1998 Term ends: April 24, 2004 Chief Executive Officer of Automobiles Citroën Claude Satinet, 58, is also Member of the Supervisory Board of Citroën Deutschland AG, Chairman of Citer, Citroën Belux, Société Belge des Automobiles Citroën, Citroën Danmark A/S, Citroën Italia, Citroën Lusitania, Citroën UK Limited and Citroën (Switzerland) S.A., Chairman of the Board of Commissioners at Citroën Nederland B.V., Member of the Board of Automoviles Citroën España, Autotransporte Turistico Español S.A., Comercial Citroën S.A. and Citroën Sverige AB, and Permanent Representative of Automobiles Citroën on the Board of Directors of Gefco, of Automobiles Citroën on the Board of Directors of Banque PSA Finance and of Automobiles Citroën on the Board of Directors of Automoveis Citroën. PSA PEUGEOT CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 203
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2002 ANNUAL REPORT
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K ey figures Worldwide sales Automo
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Contents 2 A Tribute to Pierre Peug
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A Tribute to Pierre Peugeot Our Gro
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M essage from the Chairmen is alrea
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plan defined by the Managing Board.
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10 Growth Strategy 16 Corporate Gov
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Growth Strategy 12 • One Group, t
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Growth Strategy Corporate Governanc
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Corporate Governance 18 21 22 • T
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Business Review 30 34 44 48 52 56 O
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Corporate Policies 62 Human Resourc
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Statistics PSA PEUGEOT CITROËN - M
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Appendices to the Managing Board Re
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C onsolidated statements of income
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C onsolidated balance sheets - Liab
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C onsolidated statements of stockho
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➔ Note 1 - Accounting policies Th
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No reserve is booked for taxes paya
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2. Effect on stockholders’ equity
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Allibert’s non- automotive busine
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2000 (in millions of euros) Automot
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➔ Note 5 - Key financial data for
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Page 185 and 186: F ive-year consolited statement of
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Page 191 and 192: Company Percent Percent F/E control
Page 197 and 198: Recruitments (1) 2 4 Disabled emplo
Page 199 and 200: 7 Paid leave other than vacations E
Page 201 and 202: Consumption Peugeot 607 Fuel Displa
Page 203 and 204: E nvironmental Indicators Productio
Page 205: Waste production PEUGEOT CITROËN A
Page 209 and 210: I nformation about the company’s
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Page 213 and 214: ➔ Stockholders’ Meetings (Artic
Page 215 and 216: PEUGEOT S.A. 100% AUTOMOBILES CITRO
Page 217 and 218: S tockholder Information (Euronext
Page 219 and 220: F inancial authorizations in effect
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Page 223 and 224: R esolutions Eighth resolution Auth
Page 225 and 226: T he Vice Presidents Committee Thie
Page 227 and 228: 12,000 copies of this report were p
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