2007 Reference document (PDF) - Valeo

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4 Corporate PAGE 156 Governance Report of the Chairman of the Board of Directors 2.6. Outlook for 2008 and 2009 A two-year audit plan has been drawn up for the Group’s main risks, based on the updated findings from the risk mapping process, the work conducted by the Internal Audit team and a summary of the internal control self-assessments performed by the operating units. The plan covers both cross-business and technical risks. A special review of access controls and user profiles at Valeo Service sites will be conducted once the integrated business software package has been deployed. A pilot site has been selected with the aim of establishing operating procedures that can gradually be rolled out to all Valeo Service divisions. A documentation plan will be drawn up for the “Corporate” functions, together with a definition of the applicable key controls and a test plan based on defined samples, notably for specific holding company processes, financial consolidation procedures and tax processes. 2007 Reference document - VALEO < Contents > The risk mapping summary will provide the basis for establishing a formal risk monitoring system, one of whose key functions will be to ensure that there are adequate risk management procedures. During 2008, the Internal Audit Department will be given an audit charter which sets out its role, its responsibilities, and the policies and procedures under which it operates. On a general level, the Group will pursue its ongoing efforts to improve its internal control procedures, with the underpinning aim of constantly adapting its management and control tools in line with changes in the Group’s structure and its objectives. These efforts are wholly supported by the Group’s General Management team. Thierry Morin Chairman of the Board of Directors 1 2 3 4 5 6
Composition of the Board of Directors during the year 2007 Name First appointed End of term of office Thierry Morin March 21, 2001 General Shareholders’ Meeting to be called to approve the 2010 financial statements Gérard Blanc May 21, 2007 General Shareholders’ Meeting to be called to approve the 2010 financial statements Daniel Camus May 17, 2006 General Shareholders’ Meeting to be called to approve the 2009 financial statements Pascal Colombani May 21, 2007 General Shareholders’ Meeting to be called to approve the 2010 financial statements Main position held within the Company Chairman and Chief Executive Officer Corporate Governance Composition of the Board of Directors during the year 2007 Main position held outside the Company Chief Operating Officer in charge of finance and international development in the EDF Group Associate Director and Senior Advisor of AT Kearney < Contents > Other directorships and positions held in all companies in 2007 Valeo Group ▪ Chairman of Société de Participations Valeo (until November 15, 2007), Valeo Bayen (until November 16, 2007), Valeo Service, Valeo Finance, Valeo Thermique Habitacle, Valeo España SA, Valeo SpA, Valeo Japan Co. Ltd, and Valeo (UK) Limited ▪ Legal Manager of Valeo Management Services, Valeo Auto-Electric Beteiligungs GmbH, Valeo Germany Holding GmbH, Valeo Grundvermögen Verwaltung GmbH, and Valeo Holding Deutschland GmbH ▪ Director of Valeo Systèmes de Liaison (until January 2, 2008), Valeo Service España SA, Valeo Iluminacion, SA, and Valeo Termico SA Outside the Valeo Group ▪ Director of CEDEP and Arkema ▪ Director of Sogeclair EDF Group ▪ Chairman of the Board of Directors of EDF Energy (United Kingdom) and EDF International ▪ Director of Edison (Italy) and Transalpina di Energia (Italy) ▪ Member of the Supervisory Board of EnBW (Germany) Outside the EDF Group ▪ Member of the Supervisory Board of Dalkia SA and Morphosys (Germany) ▪ Director of British Energy Group Plc., Alstom SA, Rhodia SA and Technip SA ▪ Member of the Académie des Technologies 2007 Reference document - VALEO 4 PAGE 157 1 2 3 4 5 6
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2007 Reference document
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Group profile 2007 Valeo is an inde
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Gross margin In % of net sales Oper
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Basic earnings per share for the ye
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valeo added TM < Contents > 1 Activ
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1998 ■ Acquisition of the Electri
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The Group 1. Description and organi
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■ ■ ■ ignition components; in
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■ LED front and rear lighting and
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Valeo Climate Control has four prod
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4.1.1.2. Internal mobility and indi
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4.2.2. Environment Environmental pr
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4.3.1. Purchasing The role of Valeo
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4.3.4. Projects The Projects Depart
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Geographical presence The Group opt
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■ In a world first, the Volkswage
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Other contributions from Valeo Prod
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■ ■ The Group also continued to
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valeo added TM Accounting methods 3
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production (source: J.D. Power). In
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Change in stockholders’ equity 1.
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Provisions The balance sheet at Dec
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At the Board of Directors meeting h
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1.2. Environmental risks In the var
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4.3. Credit risk Valeo is exposed t
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Outlook In 2008, Valeo is aiming to
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Valeo addresses these challenges th
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Percentage of ISO 14001 and OHSAS 1
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The 2007 reporting scope excludes s
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The increase in the ratio of energy
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Overall, Valeo used higher tonnages
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All Valeo Group sites will be certi
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2.6. Reducing all types of pollutio
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Social indicators This social indic
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1.2.1. Permanent contracts Number o
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Breakdown of 2007 departures by geo
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3. Equality between men and women i
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Valeo’s “Well-being and effecti
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At December 31, 2007, 11,738 employ
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8. Disabled employees Valeo amended
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valeo added TM 3 < Contents > Conso
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Consolidated statements of income (
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Consolidated statements of cash flo
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Consolidated statement of changes i
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The proportionate consolidation met
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1.11. Property, plant and equipment
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■ OCEANE bonds Bonds convertible
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2. Changes in the scope of consolid
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2.3.3. Balance sheet Consolidated f
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3.3.1. Claims and litigation In the
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3.6.2. Effective tax rate The effec
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4.2. Other intangible assets At Dec
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Changes in property, plant and equi
Page 107 and 108: Summarized financial data in respec
Page 109 and 110: 4.8. Stockholders’ equity 4.8.1.
Page 111 and 112: 2006 Consolidated fi nancial statem
Page 113 and 114: 4.8.7. Minority interests Changes i
Page 115 and 116: ■ Breakdown of obligations At Dec
Page 117 and 118: (In millions of euros) France Other
Page 119 and 120: Consolidated fi nancial statements
Page 121 and 122: 4.10.3. Short-term debt At December
Page 123 and 124: 5. Additional disclosures 5.1. Segm
Page 125 and 126: 5.2. Financial instruments 5.2.1. F
Page 127 and 128: 5.2.2. Fair value of derivatives At
Page 131 and 132: At December 31, 2006 (In millions o
Page 135 and 136: 5.6. Contingent liabilities The Gro
Page 137 and 138: 6. Restatement of prior year financ
Page 139 and 140: Companies Countries % voting rights
Page 147 and 148: valeo added TM < Contents > 4 Corpo
Page 149 and 150: appointed Gérard Blanc, Pascal Col
Page 151 and 152: ■ to check that internal procedur
Page 153 and 154: 1.10. General Management of the Com
Page 155 and 156: 2. Internal control procedures 2.1.
Page 157: 2.4. Review of work carried out in
Page 161 and 162: Name First appointed Helle Kristoff
Page 163 and 164: valeo added TM 5 < Contents > Infor
Page 165 and 166: Auditors Statutory Auditors ■ −
Page 167 and 168: Martin Haub Vice-President, Product
Page 169 and 170: Name/business address Jérôme Cont
Page 171 and 172: Name/business address Georges Pauge
Page 173 and 174: Jérôme Contamine graduated from
Page 175 and 176: Under these R ules, independent Dir
Page 177 and 178: Fixed compensation and benefits-in-
Page 179 and 180: compensation, 1,905,169 euros to va
Page 181 and 182: Share grants to the ten employees r
Page 183 and 184: Information on the Company and its
Page 185 and 186: 2. Authorized, unissued capital Sec
Page 187 and 188: Exercise date and conditions Nbre d
Page 189 and 190: 1.1. Major shareholders To the best
Page 191 and 192: the relevant disclosure threshold h
Page 193 and 194: 2. Dividends Dividends per share ov
Page 195 and 196: 3. Ownership structure Primarily on
Page 197 and 198: 8. Monthly trading volumes Informat
Page 199 and 200: Information on the Company and its
Page 201 and 202: valeo added TM 6 < Contents > Other
Page 203 and 204: Annual information document Other i
Page 205 and 206: Other i nformation Annual informati
Page 207 and 208: November 2007 November 9, 2007 - Ex
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Other i nformation Person responsib
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The printer of this report is envir
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