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Growth Strategy
Corporate
Governance
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Management’s
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and Analysis
Statistics
aggregate amount of €192,500 a year,
distributed equally. The Chairman, Vice-
Chairmen and Committee members also
receive additional compensation voted by
the Board under regulated agreements
between directors. The amount paid to
individual Board members and advisors
is disclosed in the Appendices to the
Managing Board Report.
EXECUTIVE MANAGEMENT
The Peugeot S.A. Managing Board has
three members: Jean-Martin Folz, Chairman;
Frédéric Saint-Geours, Chief Executive
Officer of Automobiles Peugeot; and
Claude Satinet, Chief Executive Officer of
Automobiles Citroën.
The nine-member Executive Committee is
responsible for the executive management
of the PSA Peugeot Citroën Group. At
January 1, 2003, the Executive Committee
was made up of the three members of the
Managing Board, plus Yann Delabrière
(Finance, Control and Performance), Gilles
Michel (Platforms, Technical Affairs and
Purchasing), Jean-Marc Nicolle (Group
Strategy and Products), Robert Peugeot
(Innovation and Quality), Roland Vardanega
(Manufacturing and Components) and
Jean-Luc Vergne (Employee Relations and
Human Resources). It is supported by a Senior
Management team, whose four members
report directly to the Chairman of the
Managing Board. They are Xavier Fels (External
Relations), Jean-Louis Grégoire (Executive
Development), Jean-Claude Hanus
(Legal Affairs) and Liliane Lacourt
(Corporate Communications).
The Executive Committee and the Senior
Management team meet on a weekly basis
to discuss issues concerning the day-today
management of the Group and the
Automobile Division. Specific committees
have been set up for each of the other
businesses, which meet once a month to
discuss issues related to the management
of the business concerned.
The day-to-day management of the
Group is the responsibility of the Vice
Presidents Committee made up of
senior line executives. As of March 1,
2003, the Vice Presidents Committee
comprised 52 senior executives, as well as
the members of the Executive Committee
and the Senior Management team. It
meets on a monthly basis.
• Executive compensation
The compensation paid to members of
the Executive Committee, the Senior
Management team and the Vice Presidents
Committee is determined on a similar basis
to that of all Group managers. It includes
both a fixed salary and a variable bonus,
based on the achievement of personal
objectives and the Group’s operating
margin and quality targets for the year.
The operating margin target corresponds
to the figure publicly announced at the
beginning of each year. The target was
€2.9 billion for 2002 and has been set at
€3.1 billion for 2003.
In 2002, the members of the Managing board
were paid the following compensation:
• Jean-Martin Folz: €1,904,765, of which
53.74% as bonus.
• Frédéric Saint-Geours: €810,825, of
which 43.74% as bonus.
• Claude Satinet: €809,825, of which
43.76% as bonus.
Aggregate compensation awarded to the
members of the Executive Committee and
the Senior Management team for 2002
amounted to €7.8 million, of which the
variable bonus accounted for 40%. The
variable compensation awarded to members
of the Vice Presidents Committee serving
as of December 31, 2002 amounted to 28%
of the total.
• Stock options
In 1999, 2000, 2001 and 2002, the members
of the Managing Board, the Executive
Committee, the Senior Management team
and the Vice Presidents Committee were
granted options to purchase existing
shares of Peugeot S.A. stock, in accordance
with the general principles underlying the
four plans.
The Managing Board, in full agreement
with the Supervisory Board and in
compliance with stockholder-approved
limits, decided that starting in 2002, the
benchmark price for options to purchase
existing shares granted in a given year to
executives or employees of the Company
or related companies would be equal to
the average of the opening share price
during the 20 trading days following
the publication of the Group’s first-half
consolidated earnings, without any discount.
On August 20, 2002, the Managing Board
used the authorization granted by the
Annual Stockholders’ Meeting of May 15,
2002 to issue 860,100 options to purchase
existing shares of Peugeot S.A. stock for
PSA PEUGEOT CITROËN - MANAGING BOARD REPORT 21