At its meeting on 18 March 2013, the Supervisory Board of Peugeot S.A. unanimously approved the proposed resolutions presented by the Managing Board, which will be submitted to shareholders at the Annual Meeting next 25 April.
In accordance with the information released last 19 February, a new corporate governance structure will be put into place as a result of the share issues that are subject to shareholder approval. The Supervisory Board will be composed of six members representing the key shareholders, of six independent members and two members representing respectively employees and shareholder employees.
The Board duly noted the resignations of Marie-Hélène Roncoroni and of Jean-François Kondratiuk, Thierry Pilenko, Jean-Philippe Peugeot and Jean-Louis Silvant, effective after the annual shareholders’ meeting. The Board also took note of the resignation of MM. Thierry Peugeot and Robert Peugeot with effect under the same conditions; they are expected to remain on the Supervisory Board as representatives of companies Etablissements Peugeot Frères and FFP. Jean-Philippe Peugeot will be appointed as Censor to the Board. In addition, Jean-Paul Parayre indicated in 2011 that he wished to resign from office as of the 2014 Annual Meeting.
At the annual meeting, shareholders will be asked to elect as members of the Supervisory Board two companies, Etablissements Peugeot Frères, represented by Thierry Peugeot, and FFP, represented by Robert Peugeot, and, Xu Ping and Liu Weidong, respectively Chairman and Deputy General Manager of Dong Feng Motor Corporation, and two representatives of the French State, SOGEPA and Bruno Bézard, General Director of Public Finance.
Shareholders will also be asked to re-elect Louis Gallois to the Board.After the annual shareholders’ meeting, it will be moved that the Supervisory Board appoint Mr Gallois as Chairman.
Patricia Barbizet, Pamela Knapp, Dominique Reiniche, Henri Philippe Reichstul and Geoffroy Roux de Bézieux will remain in office, as will Anne Valleron as employee shareholder representative.
In accordance with the new provisions of the bylaws, which will be submitted to shareholder approval in compliance with French Act of 14 June 2013, an employee representative to the Supervisory Board will be designated by the European Works Council after the Annual Meeting.
During these deliberations, the Board extended its heartfelt thanks to Marie-Hélène Roncoroni, Jean-François Kondratiuk, Jean-Philippe Peugeot, Thierry Pilenko and Jean-Louis Silvant for the quality of their participation in the Board’s work. It praised the outstanding contribution from Jean-Paul Parayre, Chairman of the Finance and Audit since 2007.
In addition to approving the resolutions concerning the share issues, which will also be submitted to a shareholder vote, the Supervisory Board unanimously authorised the Managing Board to sign all of the binding contractual documentation with Dong Feng, the French State, Etablissements Peugeot Frères and FFP. These agreements are scheduled to be signed new 26 March.
Lastly, in light of the Group’s results, the Supervisory Board approved the Managing Board’s recommendation to waive the dividend with respect to 2013.