PSA COUV page . page RA GB - PEUGEOT Presse

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