2007 Reference document (PDF) - Valeo

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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 < Contents > 1 2 3 4 5 6
Martin Haub Vice-President, Product Marketing and Research & Development Kazuo Kawashima Vice-President, Quality Hans-Peter Kunze Senior Vice-President, Sales and Business Development Géric Lebedoff General Counsel Vincent Marcel Vice-President, Financial Affairs and Strategic Operations Kate Philipps Communication Director Operational Directors Luc Blériot Chief Operating Officer Claude Leïchlé Vice-President, Lighting Systems Product Family Alain Marmugi Vice-President, Climate Control Product Family Maurizio Martinelli Vice-President, Engine Cooling Product Family Christophe Périllat-Piratoine Vice-President, Interior Controls Product Family Didier Pradeilles Vice-President, Wiper Systems Product Family Orazio Ragni Vice-President, Electrical Systems Product Family Information on the Company and its capital General information about the issuer Michael Schwenzer Vice-President, Transmissions Product Family Jacques Schaffnit Vice-President, Security Systems Product Family Michel Serre Vice-President, Compressors Product Family Henri Trintignac Vice-President, Engine Management Systems Product Family Robert de La Serve Senior Vice-President, Valeo Service Activity Vice-President, Independent Aftermarket Branch Dirk Strothmann Vice-President, Original Equipment Spares Branch 2.2. Board of Directors < Contents > 2.2.1. Composition of the Board of Directors The following table includes the names of the members of Valeo’s Board of Directors at the filing date of this Reference document, together with their age, the date on which they were first appointed, and the start and end dates of their current terms of office. Information is also provided on the main positions that they hold outside the Company and other directorships and positions that they have held in companies other than Valeo subsidiaries during the past five years. Unless otherwise specified, the current directorships and positions set out below are those held at January 31, 2008. 2007 Reference document - VALEO 5 PAGE 165 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
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Summarized financial data in respec
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4.8. Stockholders’ equity 4.8.1.
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2006 Consolidated fi nancial statem
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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 and 158: 2.4. Review of work carried out in
Page 159 and 160: Composition of the Board of Directo
Page 161 and 162: Name First appointed Helle Kristoff
Page 163 and 164: valeo added TM 5 < Contents > Infor
Page 165: Auditors Statutory Auditors ■ −
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
Page 209 and 210: Other i nformation Person responsib
Page 211 and 212: The printer of this report is envir
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2007 Reference document (PDF) - Valeo

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