2007 Reference document (PDF) - Valeo

5 Information
PAGE 164
on the Company and its capital
General information about the issuer
Subject to the above-mentioned conditions, all shareholders are
entitled to attend General Meetings provided they have settled all
capital calls related to their shares.
Shareholders who are unable to attend a meeting in person may
give proxy to their spouse or another shareholder or may cast
a postal vote. Alternatively, they may return the signed form of
proxy to the Company without naming a person to represent them,
in accordance with the applicable laws and regulations.
In compliance with the conditions set down by the applicable laws
and regulations, shareholders may send proxy and postal voting
forms for General Meetings either in paper format or, if authorized by
the Board of Directors in the notice of meeting, in electronic form.
Minutes of Shareholders’ Meetings are drawn up, and copies and
extracts thereof are certified and delivered, in accordance with
the law.
Double voting rights
Each shareholder has a number of votes corresponding to the number
of shares held or represented by proxy.
However, since the General Shareholders’ Meeting of June 16, 1992,
Article 23 of the Company’s bylaws provides that double voting rights
2. Corporate governance structure
2.1. Executive Management
The Group’s Executive Management team includes the Chairman
and Chief Executive Officer, and Valeo’s Functional and Operational
Directors.
Chairman and Chief Executive Officer:
Thierry Morin
Thierry Morin ’s current term of office began on May 21, 2007 and
expires at the General Shareholders’ Meeting to be called to approve
the financial statements for the year ending December 31, 2010.
At its meeting of March 31, 2003, Valeo’s Board of Directors elected
to combine the roles of Chairman of the Board of Directors and Chief
Executive Officer.
In his capacity as Chairman and Chief Executive Officer, Thierry Morin
has the broadest ranging powers to act in any circumstances in the
Company’s name. He exercises these powers within the limits of
the Company’s corporate purpose and subject to the powers that
the law specifically grants to General Shareholders’ Meetings or to
the Board of Directors. The Chairman and Chief Executive Officer
represents the Company in its relations with third parties.
2007 Reference document - VALEO
are attached to all fully-paid shares that have been registered in
the name of the same holder for at least four years. In the case of
a capital increase paid up by capitalizing reserves, income or share
premiums, the new registered shares allocated to a shareholder in
respect of existing shares with double voting rights will also carry
double voting rights from the date of issue. Double voting rights are
automatically stripped from any registered shares that are converted
into bearer shares or transferred. However, registered shares are not
stripped of voting rights and the above four-year qualifying period
continues to run following the transfer of shares included in the estate
of a deceased shareholder, or in connection with the settlement of
the marital estate, or an inter vivos gift to a spouse or relative in
the direct line of succession. Double voting rights may be removed
at an Extraordinary Shareholders’ Meeting, subject to the approval
of shareholders entitled to double voting rights, obtained at a special
meeting held for that purpose.
Changes in share capital and rights attached to
shares
Any changes in the Company’s share capital or voting rights attached
to shares are subject to the applicable law as the bylaws do not
contain any specific provisions in relation to such operations.
Functional Directors
Michel Boulain
Vice-President, Human Resources
Robert Charvier
Financial Control Director
Bernard Clapaud
Vice-President, Strategy
France Curis
Tax Director
Jean-Luc di Paola-Galloni
Chairman’s Delegate
Thierry Dreux
Vice-President, International Development
Rémy Dumoulin
Investor Relations Director
André Gold
Technical Senior Vice-President
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