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C orporate Governance €46.28 per share. Under this plan, the Supervisory Board granted 126,000 stock options to members of the Managing Board, as follows: Jean-Martin Folz 60,000 options, Frédéric Saint-Geours 33,000 options and Claude Satinet 33,000 options. As of December 31, 2002, members of the Managing Board, the Executive Committee and the Senior Management team held 1,085,000 of the 2,830,800 options outstanding at that date. Details of stock option plans in effect at December 31, 2002, the aggregate number of options granted to the eleven employees other than corporate officers receiving the largest number of stock options under the 2002 plan, and the number of options exercised in 2002 are presented in the Appendices to the Managing Board Report. Faurecia grants its own stock options. In 2003, at its meeting to review the resolutions to be submitted to stockholder approval at the annual meeting, the Board of Directors agreed on the principle of eventually deciding to grant options to purchase new or existing shares of company stock. It also decided to no longer offer a discount to the average share price used to determine option prices. AUDITORS In accordance with French company law, the financial statements of Peugeot S.A. and the consolidated financial statements are audited by two firms of auditors. The two firms jointly audit all of the accounts and examine the processes used to prepare the financial statements, as well as the Group's internal control processes and procedures. The two statutory auditors, Coopers & Lybrand Audit SARL, member of PricewaterhouseCoopers, and Constantin Associés, member of Constantin, were appointed by stockholders at the Annual Meeting on June 2,1999, based on the recommendation of the Managing Board. The choice of auditors was made after an open bidding process. Their appointment expires at the Annual Stockholders’ Meeting to be called to approve the 2004 financial statements. Through the members of their networks in all the countries where the Group operates, PricewaterhouseCoopers and Constantin act as contractual auditors of all the Group’s fully consolidated subsidiaries, with the exception of the companies in the Faurecia sub-group. They therefore have access to the information required to audit the consolidated financial statements of the PSA Peugeot Citroën Group. The auditors of Faurecia, which is listed on the Euronext Paris market, are appointed by the Annual Meeting of Faurecia stockholders. The two firms of auditors, Coopers & Lybrand Audit, member of PricewaterhouseCoopers, and Ernst & Young Audit, member of Ernst & Young, were appointed by stockholders at the Annual Meeting on June 1, 2001, for a period expiring at the Annual Meeting to be called to approve the 2006 accounts. The auditors of cooperative ventures set up with other automakers, which are accounted for by the equity method, are appointed by the venture partners. Following the internal reorganization of PricewaterhouseCoopers, Pricewaterhouse Coopers Audit will replace Coopers & Lybrand Audit for the remainder of its term. The total fees paid to the auditors in respect of 2002 amounted to €11.6 million, including €9.5 million for Pricewaterhouse Coopers, €1.1 million for Ernst & Young and €0.9 million for Constantin. In addition, members of the PricewaterhouseCoopers 22 PSA PEUGEOT CITROËN - MANAGING BOARD REPORT
Growth Strategy Corporate Governance Business Review Corporate Policies Management’s Discussion and Analysis Statistics network and the Ernst & Young network were paid €1.6 million and €0.5 million respectively for non-audit services, consisting mainly of legal and tax advice. INVESTOR RELATIONS • Stockholder Information PSA Peugeot Citroën is committed to providing clear, regular information to all individual and institutional stockholders, in France and abroad. It is constantly improving the effectiveness of all aspects of the investor relations process, including stockholder publications, other sources of investor information, and investor meetings and special events. All stockholders have access to the following sources of information: • The Annual Report, available in French and English. • The Interim Report, also available in French and English. • Press releases and financial notices. • The Stockholders’ Newsletter. • The Stockholders’ Guide. All of these publications are available online at www.psa-peugeot-citroen.com, which also displays the Peugeot S.A. share price in real time. To forge and maintain effective relations with investors, PSA Peugeot Citroën organizes a growing number of events for its stockholders and the entire financial community. Three major meetings are held for the presentation of interim earnings, the presentation of annual earnings and the Annual Stockholders’ Meeting. In addition, the Group regularly interacts with investors by inviting them to meetings or plant visits in Europe, the United States and Asia, and invites financial analysts to theme meetings to help improve their understanding of its business operations. The Group also participates in industry presentations by financial institutions active in the capital markets. Stockholders wishing to receive financial information on a regular basis may register at Company headquarters: Peugeot S.A. – Investor Relations 75 avenue de la Grande Armée - 75116 Paris Phone: +33 (0) 1 40 66 37 60 Fax: +33 (0) 1 40 66 51 99 E-mail:communication.financiere@psa.fr • Share buyback programs PSA Peugeot Citroën believes buying back its own shares represents an attractive investment opportunity for both itself and its stockholders until such time as its strategic objectives are fully reflected in the share price. In addition, the Group has enough recurring cash flow from operations and cash holdings to carry out the buybacks while maintaining its capital expenditure commitment at €3 billion a year, in order to rapidly renew and extend its model lineups and support expansion in the global marketplace. As a result, the share buyback program launched in 1999 was pursued in 2002, when a net total of 12,231,422 Peugeot S.A. shares were bought back, at an average price of €45.42, under authorizations granted at the Annual Stockholders’ Meetings on May 16, 2001 (seventh resolution) and May 15, 2002 (seventh resolution). At December 31, 2002, Peugeot S.A. held 15,208,709 shares of its own stock in treasury, of which 2,783,200 were allocated to stock option plans. • Capital Structure and Ownership The Company’s capital stock amounted to €259,109,146 at December 31, 2002, represented by 259,109,146 shares with a par value of €1.00 each. These figures were unchanged from the previous year. The interests held by the main stockholders identified by the Company are presented in the “Ownership Structure” table in the section entitled “Information About the Company’s Capital” in the Appendices to the Managing Board Report. In addition to the impact of the share cancellations on the percentage of voting rights held by each stockholder, these interests changed in 2002 when Société Générale reduced its interest to 0.92% of shares outstanding, corresponding to 1.08% of the voting rights, from 3.13% of shares outstanding and 4.22% of the voting rights at December 31, 2001. The bylaws of Peugeot S.A. stipulate that any stockholder that acquires or raises its interest to 2% of the Company’s capital or raises or reduces its interest by any multiple of 1% in excess of the 2% threshold PSA PEUGEOT CITROËN - MANAGING BOARD REPORT 23
Page 1 and 2: 2002 ANNUAL REPORT
Page 3 and 4: K ey figures Worldwide sales Automo
Page 5 and 6: Contents 2 A Tribute to Pierre Peug
Page 7 and 8: A Tribute to Pierre Peugeot Our Gro
Page 9 and 10: M essage from the Chairmen is alrea
Page 11 and 12: plan defined by the Managing Board.
Page 13 and 14: 10 Growth Strategy 16 Corporate Gov
Page 15 and 16: Growth Strategy 12 • One Group, t
Page 17 and 18: Growth Strategy Corporate Governanc
Page 21 and 22: Corporate Governance 18 21 22 • T
Page 25: Growth Strategy Corporate Governanc
Page 33 and 34: Business Review 30 34 44 48 52 56 O
Page 65 and 66: Corporate Policies 62 Human Resourc
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Growth Strategy Corporate Governanc
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Management’s discussion and analy
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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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➔ Note 12 - Operating expenses -
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➔ Note 15 - Intangible assets Int
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Unrealized gains on restricted stoc
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➔ Note 21 - Inventories Inventori
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➔ Note 25 - Short-term income tax
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g) Capital in excess of par value o
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➔ Note 34 - Other long-term borro
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2. Short-term portion (in millions
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➔ Note 42 - Net financial positio
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1. Automobile division An early-ter
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- Changes during the year (in milli
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The entire debt is converted to flo
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2. Maturities of hedging instrument
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➔ Note 50 - Commitments and conti
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2. Effect of debenture conversions
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F ive-year consolited statement of
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F ive-year consolidated balance she
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C onsolidated companies as at Decem
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Company Percent Percent F/E control
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Recruitments (1) 2 4 Disabled emplo
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7 Paid leave other than vacations E
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Consumption Peugeot 607 Fuel Displa
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E nvironmental Indicators Productio
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Waste production PEUGEOT CITROËN A
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M anagement and Administration Main
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I nformation about the company’s
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S tatutory Auditors’ Report on th
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➔ Stockholders’ Meetings (Artic
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PEUGEOT S.A. 100% AUTOMOBILES CITRO
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S tockholder Information (Euronext
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F inancial authorizations in effect
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216 PSA PEUGEOT CITROËN - INFORMAT
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R esolutions Eighth resolution Auth
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T he Vice Presidents Committee Thie
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12,000 copies of this report were p
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