Michelin couv courteGB

Commitment
The Board met four times in 2004 with a 96% attendance
rate. It held several meetings in the field at a Spanish
production plant, the Technology Center and at other
venues during 2004. This enabled the members of the
Supervisory Board to gain first-hand experience of the
Company’s operations on the ground.
Audit Committee
A specialized lineup consisting of four members of the
Supervisory Board responsible for assessing the quality of
Michelin’s internal auditing and risk management, this
committee met four times in 2004 with a 100% attendance
rate.
Compensation Committee
Presided over by the Supervisory Board Chairman, the
Compensation Committee is made up of six members from
the Supervisory Board. It met twice in 2004 to exercise its
control over certain compensation matters, Stock Option
Plans and the Employee Shareholder Plan.
Statutory Auditors
The Statutory Auditors are appointed by the Annual
Shareholders Meeting for six years and may be dismissed by
it. The Statutory Auditors test the fairness of the Company’s
financial statements and carry out other inspection missions
as provided by law. The other missions assigned to them by
Michelin are not of a nature to impinge on their independence.
Prominent among Michelin’s core
values is respect for Shareholders
Michelin’s financial reporting is exhaustive, easily
accessible and factual.
A wide array of documents is published on all aspects of
the Company’s business. These include the Annual Report,
the Consolidated Accounts Guide and letters to the
Shareholders, to name but a few. They may easily be downloaded
from Michelin’s website at: www.michelin.com/
corporate, chosen in January 2005 as “Best CAC 40 Listed
Company Financial Information Website” following a Sofres
survey.
Every individual Michelin Shareholder receives yearly the
Annual Shareholders Meeting documentation as well as
three newsletters by the Managing Partners. In 2004, in
Strategy Fundamentals Businesses • Earnings 20•21
Michelin’s Corporate Governance
addition to the Annual Shareholders Meeting, which, as
each year, was convened upon first notice, Michelin held
three meetings (in Paris, Strasbourg and Bordeaux) for the
benefit of its Shareholders.
Lastly, the 12-member Shareholders Advisory Committee,
whose mission is to enhance the Group’s relations with
Shareholders, met three times in 2004 with the Company’s
top management. Among the topics discussed this year, was
the meaning and scope of Michelin’s Performance and
Responsibility Approach and a review of rewards granted
to loyal Shareholders.
Some 69% of Michelin’s employees own shares in the
Company. This figure, which is very high, demonstrates the
trust and commitment that Michelin’s people have in their
Company.
In addition, the Group’s management met more than
550 institutional investors and financial analysts during
124 meetings and one-to-one interviews in 14 countries
in 2004.
Michelin amends the provisions governing Shareholder
voting rights:
Every year in January, foreign institutional Shareholders,
who make up the bulk of Proxy solicitors, are notified of
the Annual Shareholders Meeting agenda and the steps to
take in order to vote. Michelin reminds them in particular
that the registered nature of Michelin shares provides
constant liquidity during the Annual Shareholders Meeting.
Michelin goes even further, and, globally, bears the costs of
routing financial reports to international institutional investors,
thereby ensuring that a full disclosure is made and
received as soon as possible before the meeting by its
Shareholders.
Finally, Michelin believes it to be fair that Shareholders
having held their shares for over four years -- thereby
demonstrating a long-term commitment and willingness
to share the risk -- wield greater influence over Group longterm
strategy than others, and so grants them a double
voting right. On the occasion of the Extraordinary Shareholders
Meeting of May 2005, Michelin will submit a
proposal to remove the current restriction as to nationality
and so extend this double voting right to all longer term
Shareholders.