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Growth Strategy
Corporate
Governance
Business Review
Corporate Policies
Management’s
Discussion
and Analysis
Statistics
FOCUS: THIERRY PEUGEOT
Born on August 19, 1957, Thierry Peugeot is the oldest son of Pierre Peugeot. After working in the
United States, he joined PSA Peugeot Citroën, where he successively served as regional South East
Asia manager for Peugeot, Managing Director of Peugeot do Brasil, Managing Director of SLICA
(Peugeot’s primary marketing company in France), Vice President, Citroën Large International Accounts,
and Vice-President, Citroën Services and Spare Parts. His career has been shaped by extensive
international experience, focused on the product, on sales and marketing, and on an in-depth
understanding of the Peugeot and Citroën marques.
Since his appointment to the Supervisory Board, Mr. Peugeot has relinquished all operational
responsibilities in the Group.
• Board procedures
At its meeting on April 15, 2003 the
Supervisory Board adopted internal rules
setting out its stewardship responsibilities.
The Supervisory Board is responsible for
reviewing the Managing Board’s quarterly
reports, as well as the annual financial
statements of the Company and the Group
and the Managing Board’s report to the
Annual Stockholders’ Meeting. The internal
rules also stipulate that the Supervisory
Board is required to authorize, in advance,
the following actions by the Managing Board
as provided for in Article 9 of the bylaws:
• Stockholder-approved share issues
(whether paid up in cash or by capitalizing
retained earnings) and capital reductions.
• Stockholder-approved issues of ordinary
or convertible bonds.
• The drafting of any merger agreements
or agreements for the sale of a business.
• The signature or termination of any
manufacturing and sales agreements
representing a future commitment for
Peugeot S.A., with companies whose
corporate purpose is similar or related to
that of Peugeot S.A., and generally the
execution of any major transaction which
substantially alters the business or financial
structure of the Company or the Group.
Certain other actions exceeding financial
limits set by the Supervisory Board may
be carried out only with the unanimous
backing of all the members of the Managing
Board or, failing that, with the prior
authorization of the Supervisory Board.
These include the purchase or sale for cash
or for shares of any building and business
rights used by Peugeot S.A., involving an
amount in excess of €50 million, the
purchase or sale of any equity interest in
any other company directly or indirectly
representing an immediate or deferred
investment, expense, credit guarantee or
seller's warranty involving an amount in
excess of €50 million, and any borrowings
by Peugeot S.A. other than in the form of
bonds, involving an amount in excess of
€100 million.
The internal rules describe the information
to be made available to the Supervisory
Board, the process to be followed to
determine the issues to be discussed at
Supervisory Board meetings, the terms of
reference of each Board committee as well
as the obligations of Supervisory Board
members, especially those arising from
their constant access to insider information.
• Supervisory Board committees
The Supervisory Board has created three
specialized committees: the Strategy
Committee, the Compensation and
Appointments Committee and the
Finance Committee.
PSA PEUGEOT CITROËN - MANAGING BOARD REPORT 19