2007 Reference document (PDF) - Valeo

5 Information
PAGE 174
on the Company and its capital
General information about the issuer
2.3.4. Directors’ rights and duties – Compensation
The Board’s Internal Rules of Operation impose certain duties on
Directors in order to ensure that they are aware of the rules and
regulations applicable to them, that conflicts of interest are avoided,
that they dedicate the necessary time and attention to their duties
and respect the applicable law relating to multiple directorships.
Members of the Board of Directors are also responsible for ensuring
that they have all the necessary information to carry out their duties.
To this end, the Chairman provides Directors with the data and
documents required in order for them to fully perform their duties.
As compensation for the work carried out by Directors, shareholders
in a General Meeting may grant an annual fixed amount of
attendance fees which may be freely allocated by the Board
among its members. The Board may also grant Directors exceptional
compensation for specific assignments or tasks entrusted to them.
The Board of Directors is responsible for setting the Chairman’s
compensation.
Article 14 of the Company’s bylaws stipulates that each Director
must hold at least 100 Valeo registered shares throughout his or
her term of office.
2007 Reference document - VALEO
On accepting their position, each member of the Board of Directors
and the Group’s Executive Management team agrees to a Code of
Conduct in relation to trading in the Company’s securities. This Code
sets out the legal and regulatory provisions applicable to them in
relation to declaring transactions concerning those securities. It also
specifies the periods during which members of the Board and the
Group’s Executive Management team are prohibited from trading in
the Company’s securities and recalls the fact that they may not carry
out any such transactions based on insider information.
2.4. Board Committees
The Board of Directors has set up committees in order to enhance its
operation and provide assistance with preparing its decisions.
The Board currently has two standing committees – the Audit
Committee and the Nomination and Remuneration Committee.
Further details relating to the composition and running of these
standing committees are provided on page 148 in the report of the
Chairman of the Board of Directors on internal control procedures
and the preparation and organization of the Board’s work.
3. Compensation paid to executive management and members
of the Board of Directors
The Nomination and Remuneration Committee plays a central role in
determining the compensation paid to Valeo’s executive managers
and members of the Board of Directors. It reviews the compensation
paid to executive managers and makes recommendations, especially
concerning the variable portion. The Committee defines the rules
used to set this variable compensation, taking into account the
managers’ performance over the year and the medium-term
business strategy of the Company and the Group. It is also responsible
for ensuring that these rules are applied. In addition, the Nomination
and Remuneration Committee advises the Board of Directors on
the Group’s stock option policy and stock option grants, as well as
on pensions granted to executive managers and all other forms of
benefits.
The Nomination and Remuneration Committee also recommends to
the Board the amount of Directors’ attendance fees to be submitted
to shareholders for approval, as well as procedures for allocating
these fees and the individual amounts payable to each Director
based on their attendance record at meetings of the Board, and
where appropriate, Board Committees.
Finally, the Nomination and Remuneration Committee is informed
of the compensation policy applicable to the senior managers of
the Company and other Group companies who are not corporate
officers.
3.1. Executive Management
< Contents >
3.1.1. Compensation paid to the Chairman
and Chief Executive Officer
The Board of Directors fixes the remuneration paid by Valeo
to Thierry Morin, the Company’s Chairman and Chief Executive
Officer, based on recommendations made by the Nomination and
Remuneration Committee.
1
2
3
4
5
6