2007 Reference document (PDF) - Valeo

5 Information
PAGE 172
on the Company and its capital
General information about the issuer
2.2.2. Declarations concerning members
of the Board of Directors
To the best of the Company’s knowledge, there are no family ties
between the members of the Board of Directors.
As far as the Company is aware, in the past five years no member of
the Board of Directors has (i) received a conviction for a fraudulent
offence; (ii) been involved in any bankruptcies, receiverships or
liquidations, (iii) been issued any official public incriminations and/or
sanctions by statutory or regulatory authorities (including designated
professional bodies); or (iv) been disqualified by a court of law
from acting as a member of the administrative, management or
supervisory bodies of an issuer or from acting in the management
or conduct of the affairs of any issuer.
To the best of the Company’s knowledge there are no potential
conflicts of interest between the duties of the members of the
Board of Directors of Valeo and their private interests and/or any
other duties.
As far as the Company is aware, none of the members of the Board
of Directors has agreed to any restrictions concerning the disposal of
their interests in the Company’s share capital within a certain period
of time, other than (i) the restrictions set down by the applicable
laws and regulations or the Company’s bylaws; (ii) the restrictions
applicable in the Company’s stock option, stock grant or employee
stock ownership plans, under which certain members of the
Board of Directors have acquired shares; and (iii) the compulsory
holding period imposed by the Board of Directors in relation to
the shares issued on exercise of options granted to Thierry Morin
since March 7, 2007.
To the best of the Company’s knowledge there are no arrangements
or understandings with major shareholders, customers or suppliers
pursuant to which any member of the Board of Directors was selected
as a Director or member of Valeo’s Executive Management.
2.2.3. Service contracts between the members
of the Board of Directors and the
Company or any of its subsidiaries
No service contracts have been entered into between the members
of the Board of Directors and the Company or any of its subsidiaries
providing for the granting of benefits.
2007 Reference document - VALEO
2.3. Organization and operation of the Board
of Directors
On March 31, 2003, the Company’s Board of Directors adopted a set
of Internal Rules of Operation in line with the recommendations set
out in the Bouton report on promoting better corporate governance
in French listed companies.
These I nternal R ules define the Board’s modus operandi and the
procedures to be followed when appointing Board members. They
are applied alongside the provisions set down by law, the applicable
regulations and the Company’s bylaws.
2.3.1. Composition of the Board and
appointment of Directors
The Company’s bylaws provide that the Board of Directors must
comprise at least three and no more than eighteen members
(subject to any amendments in line with changes in the applicable
law). The Board of Directors currently has eleven members. There are
no Directors elected by employees or any non-voting Directors.
Directors are appointed by shareholders in a General Meeting on the
recommendation of the Board of Directors, which in turn receives
proposals from the Nomination and Remuneration Committee.
Members of the Board are appointed for renewable four-year terms
which expire at the close of the General Shareholders’ Meeting
called to approve the accounts for the year in which their terms
expire. Where one or more seats on the Board become vacant due
to the death or resignation of any member or members, the Board
of Directors may appoint new members on a temporary basis until
the next General Shareholders’ Meeting, in accordance with the
applicable legislation. The term of office of the Chairman may not
exceed his term of office as a Director.
The proportion of Board members over the age of 70 may not exceed
one third. This age limit applies both to individuals and to permanent
representatives of legal entities holding directorships. The Chairman’s
term of office expires at the latest at the close of the General
Shareholders’ Meeting held to approve the financial statements for
the year in which he reaches his seventieth birthday.
Directors may be removed from office by shareholders in a General
Meeting at any time.
2.3.2. Independent Directors
< Contents >
In accordance with its Internal Rules of Operation, each year
prior to the publication of the Annual Report, the Board of
Directors assesses the position of each Director with respect
to the independence criteria set out in the Internal Rules of
Operation, in line with the recommendations of the Bouton report.
1
2
3
4
5
6