2007 Reference document (PDF) - Valeo

Under these R ules, independent Directors are those who do not
have any relations whatsoever with the Company, the Group or
the Group’s management that may compromise their ability to
exercise freedom of judgment.
In particular, independence is presumed to exist when a Director:
(i) is not currently and has not been in the past five years, an
employee or a corporate officer of Valeo, or an employee or Director
of a company consolidated by Valeo;
(ii) is not a corporate officer in a company in which the Company
directly or indirectly holds a directorship, or in which an employee
appointed in that role or a corporate officer of the Company (current
or former within the past five years) holds a directorship;
(iii) is not a customer, supplier, investment banker or commercial
banker which is material for the Company or the Group, or for
which the Company or Group represents a material proportion of
the entity’s activity;
(iv) does not have any close family ties with a corporate officer of
the Company;
(v) has not been an auditor of the Company in the past five years;
(vi) has not been a Director of the Company for more than twelve
years on the date on which they were appointed to their current
term of office.
For Directors holding at least 10% of the Company’s capital or voting
rights, or representing a legal entity that holds such a stake, the
classification as independent takes into account the Company’s
ownership structure and any potential conflict of interests.
In application of these criteria, at its meeting of February 12, 2008,
the Board of Directors noted that:
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■
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one Director holds the positions of Chairman and Chief Executive
Officer of the Company: Thierry Morin ;
one Director has been a member of the Board of Directors
(and previously the Supervisory Board) for over twelve years:
Erich Spitz;
nine Directors are independent based on the criteria set out in the
Board’s Internal Rules of Operation: Gérard Blanc, Daniel Camus,
Pascal Colombani, Jérôme Contamine, Pierre-Alain De Smedt,
Philippe Guédon, Lord Jay of Ewelme, Helle Kristoffersen and
Georges Pauget.
Information on the Company and its capital
General information about the issuer
2.3.3. Roles and responsibilities
of the Board of Directors
< Contents >
The Board of Directors represents all shareholders. It determines
the Company’s overall business strategies and oversees their
implementation. Subject to the powers directly vested in General
Shareholders’ Meetings and within the limits of the corporate
purpose, the Board of Directors deals with any issues relating to
the efficient functioning of the Company and makes any and all
decisions relating thereto. The Board devotes one meeting per year
to reviewing the Group’s overall industrial and financial strategies.
The Chairman convenes meetings of the Board as often as required
in the general interest of the Company and at least once a quarter.
The dates for the quarterly meetings are issued at the beginning of
each fiscal year at the latest. In 2007, the Board of Directors held
sixteen meetings with a 93% average attendance rate (in person
or by proxy).
Board meetings are chaired by the Chairman of the Board or, in his
absence, by any Director who has been temporarily authorized to
chair Board meetings or a Vice-Chairman.
Board meetings are only validly constituted if at least half of the
members are present or deemed present (in accordance with the
law and the Company’s bylaws), excluding members attending by
proxy. Decisions are taken based on a majority vote of the members
present, deemed present, or represented, in accordance with the
law and the Company’s bylaws. Each member who is present or
represented has one vote and each member present may only
represent one other member. In the case of a split decision, the
Chairman has the casting vote.
Minutes are drawn up after each Board Meeting, which are signed
by the Chairman and one other Director.
In accordance with its Internal Rules of Operation, the Board of
Directors includes an assessment of Board performance on the agenda
of one meeting per year. For 2007, this assessment was performed
with the assistance of an external firm during the last quarter of
the year and in January 2008. A detailed questionnaire was sent to
all Directors concerning their assessment of the way in which the
Board operates and suggestions for improvement. The topics covered
included the operation and composition of the Board, Directors’ access
to information, the choice of issues discussed, the quality of the
discussions, and the general running of the Board Committees.
The Directors’ replies were analyzed and the findings presented at
the Board meeting held on February 12, 2008. The results of this
assessment are provided on page 150 in the report of the Chairman of
the Board of Directors on internal control procedures and the conditions
for preparing and organizing the work conducted by the Board.
2007 Reference document - VALEO
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