2007 Reference document (PDF) - Valeo

1.10. General Management of the Company
and limitations on the powers of the
Chief Executive Offi cer
The Company’s Board of Directors has chosen to combine the positions
of Chairman of the Board of Directors and Chief Executive Officer. This
choice was reaffirmed during the year when Thierry Morin’s term of
office as Chairman and Chief Executive Officer was renewed.
The Board of Directors has not imposed any specific limits on the
powers of the Chief Executive Officer. The Chairman and Chief
Executive Officer therefore has the widest possible powers to act in
any circumstances in the Company’s name. He exercises his powers
within the scope of the Company’s corporate purpose and subject to
the powers that the law specifically grants to Shareholders’ Meetings
or the Board of Directors. The Chairman and Chief Executive Officer
represents the Company in its relations with third parties.
1.11. Compensation paid to the Directors
Since 2006, attendance fees have been allocated among the
Directors on the following basis:
■ 20,000 euros to each Director;
■ an additional 15,000 euros for each Director who is a member of
one or more Board Committees;
■ Directors receive the aggregate amount of attendance fees
provided that their average attendance rate at Board meetings
or, where applicable, at Committee meetings has been equal to or
greater than 50% during the preceding half-year. Directors whose
attendance rate has been lower than 50% during the preceding
half-year receive no attendance fees.
In accordance with these rules, the Directors were paid the following
attendance fees in 2007:
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Gérard Blanc 20,000 euros;
Daniel Camus 35,000 euros;
Pascal Colombani 12,500 euros;
Jérôme Contamine 27,500 euros;
Pierre-Alain De Smedt 35,000 euros;
François Grappotte 17,500 euros;
Philippe Guédon 35,000 euros;
Yves-André Istel (Company Director until April 10, 2007): 0 euro;
Lord Jay of Ewelme 12,500 euros;
Helle Kristoffersen 20,000 euros;
Jean-Bernard Lafonta 10,000 euros;
Alain Minc 17,500 euros;
Véronique Morali (Company Director until March 22, 2007):
0 euro;
Corporate Governance
Report of the Chairman of the Board of Directors
■ Thierry Morin 20,000 euros;
■ Georges Pauget 27,500 euros;
■ Erich Spitz 20,000 euros.
Apart from Thierry Morin, no other compensation or benefits were
paid to members of the Board of Directors during the year. Other
than Thierry Morin, no Directors hold stock options or were awarded
shares free of compensation during the year.
1.12. Compensation paid to the Chairman and
Chief Executive Offi cer
1.12.1. Compensation paid during 2007
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Acting on the recommendation of the Nomination and Remuneration
Committee, at its meeting of March 7, 2007, the Board of Directors
approved the principles for calculating the compensation and benefits
of any nature granted to the Chairman and Chief Executive Officer. At
its meeting of May 21, 2007 at which Thierry Morin’s term of office
as Chairman and Chief Executive Officer was renewed, the Board
also unanimously voted (with Thierry Morin abstaining) to maintain
his compensation both as Chairman of the Board of Directors and
as Chief Executive Officer.
Fixed compensation
The total gross fixed compensation paid to Thierry Morin for 2007 was
set at 1,577,590 euros (including travel expenses) and 19,543 euros
in benefits-in-kind.
Exceptional bonus
Thierry Morin did not receive any exceptional compensation in 2007
for 2006.
At its meeting of March 7, 2007, the Board of Directors decided, as
recommended by the Nomination and Remuneration Committee,
that any exceptional bonus to be awarded to the Chairman and Chief
Executive Officer for 2007 would be exclusively contingent on the
level of gross margin and operating margin achieved by the Group,
and would be subject to a ceiling set by the Board on the basis of the
Nomination and Remuneration Committee’s recommendation.
Attendance fees
In 2007, Thierry Morin received 20,000 euros in attendance fees in
his capacity as a Director of Valeo.
Compensation paid by companies controlled by Valeo
In 2007, Thierry Morin received total gross compensation of
45,750 euros in attendance fees from companies controlled by Valeo
(as defined in article L. 233-16 of the French Commercial Code).
2007 Reference document - VALEO
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