2007 Reference document (PDF) - Valeo

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5 Information PAGE 176 on the Company and its capital General information about the issuer Pension scheme Thierry Morin is still a member of the supplementary pension scheme set up for members of Valeo’s former Management Board, as approved by the Supervisory Board on October 17, 2002. This system is designed to top up existing pension benefits (statutory pension, ARRCO, AGIRC, etc.) to enable beneficiaries to acquire benefits representing 2% of their final salary per year of service within the Group. The total amount of pension benefits may not exceed 60% of a beneficiary’s final salary and the scheme will only apply to beneficiaries who have a minimum of 15 years’ service in the Valeo Group when they retire, and for whom Valeo or one of its subsidiaries was their last employer at their retirement date. In addition, since Thierry Morin was appointed Chairman of Valeo (UK) Limited, contributions have been paid by Valeo (UK) Limited into a pension fund to which Thierry Morin will be entitled when his duties as Chairman of that company cease. His annual supplementary pension benefits under this scheme were set at 60,980 euros when he took up his chairmanship in March 2001 and since then have been indexed annually based on the salary index for the mechanical and electrical industries. Valeo (UK) Limited recorded a 76,364 euro expense in relation to this scheme in 2007. Compensation and benefits payable to Thierry Morin on termination of his corporate duties and contingent on certain criteria have been brought into compliance with the provisions of French Act 2007-1223 of August 21, 2007 (see below). Termination benefits In the event of the termination of his duties as corporate officer, Thierry Morin will be awarded a termination benefit contingent on certain criteria set at three times his most recent annual salary (excluding bonuses). Compensation and benefits payable to Thierry Morin on termination of his corporate duties have been brought into compliance with the provisions of French Act 2007-1223 of August 21, 2007 (see below). Compliance with the French Act of August 21, 2007 In accordance with Article L. 225-42-1 of the French Commercial Code and Act 2007-1223 of August 21, 2007, the compensation and benefits payable to Thierry Morin on the termination of his duties or subsequent thereto must be contingent on criteria based on his and the Company’s performance. These legal provisions apply to the following benefits: 1) the lump-sum termination benefits payable to the Chairman, corresponding to three times his most recent annual salary excluding bonuses. Based on recommendations issued by the Nomination and Remuneration Committee on March 19, 2008 the terms and conditions applicable to the payment of this amount were amended by the Board of Directors on March 20, 2008 and approved by the Board as a related party agreement. Following said amendments 2007 Reference document - VALEO this amount would be payable if the Board of Directors terminates Thierry Morin ’s term of office (except on the grounds of gross misconduct in the performance of his duties); or if he leaves the Company of his own volition due to (i) a change of control or (ii) a change in Valeo’s Board of Directors that is not recommended by the Board or that would result in the Company implementing a new business strategy with which Thierry Morin does not agree; 2) the benefits payable to Thierry Morin under the pension scheme set up by Valeo (UK) Limited for which Valeo (UK) Limited sets aside a provision each year (in an amount indexed to a defined salary scale). In accordance with Act 2007-1223 dated August 21, 2007 and based on recommendations by the Nomination and Remuneration Committee issued on March 19, 2008, on March 20, 2008 the Board of Directors decided that the following performance-related conditions must be met at the time of Thierry Morin ’s departure from the Company in order for him to be eligible for the above-described termination and pension benefits: ■ he must have received either all or part of his exceptional targetbased bonus at least once in the last three years; ■ Valeo’s attributable net income for the last fiscal year must be positive; ■ Valeo’s operating margin for the last fiscal year must be above 3%; ■ Valeo’s gross margin for the last fiscal year must be above 15%; ■ Valeo’s orders to OE net sales ratio must be above 1 on average over the two last fiscal years. The total amount received by Thierry Morin at the time of his departure from the Company or subsequent thereto will be determined as follows, with any reductions deducted first from his lump-sum termination benefits and thereafter from the pension benefits payable under the scheme set up by Valeo (UK) Limited: ■ ■ ■ ■ < Contents > if 4 or 5 of the applicable conditions are met Thierry Morin will receive 100% of the amounts concerned; if 3 of the applicable conditions are met Thierry Morin will receive 70% of the amounts concerned; if 2 of the applicable conditions are met Thierry Morin will receive 40% of the amounts concerned; if less than 2 of the applicable conditions are met Thierry Morin will receive 0% of the amounts concerned. 3.1.2. Total compensation paid to other Group executive managers The total gross compensation paid to Valeo’s Functional and Operational Directors in 2007 amounted to 11,257,643 euros, compared with 10,820,943 in 2006 and 10,438,062 euros in 2005. Of the 2006 total, 8,938,030 euros corresponded to fixed 1 2 3 4 5 6
compensation, 1,905,169 euros to variable compensation, 307,311 euros to benefits in kind, 45,735 euros to attendance fees, and 61,398 euros to profit-sharing. During the year, the Group’s Functional and Operating Directors (excluding corporate officers) also received a total of 350,000 stock options. 3.2. Members of the Board of Directors Directors receive attendance fees, which are paid every six months. These fees are not, however, paid to Directors if their average rate of attendance at Board Meetings, or where applicable, Information on the Company and its capital General information about the issuer at Committee meetings is lower than 50% during the six months in question. The General Shareholders’ Meeting of March 31, 2003 set the maximum annual total of attendance fees paid to Directors at 450,000 euros, an amount which has remained unchanged since that date. In 2007, attendance fees were allocated as follows by the Board of Directors: 20,000 euros to each Director and an additional 15,000 euros for each Director who is a member of one of the Board committees. Total attendance fees paid by the Company to Board members in 2007 amounted to 310,000 euros (305,000 euros in 2006) and can be broken down as follows: Director Attendance fees paid (in euros) Thierry Morin 20,000 Gérard Blanc 20,000 Daniel Camus 35,000 Pascal Colombani 12,500 Jérôme Contamine 27,500 Pierre-Alain De Smedt 35,000 François Grappotte (Director until May 21, 2007) 17,500 Philippe Guédon 35,000 Lord Jay of Ewelme 12,500 Helle Kristoffersen 20,000 Jean-Bernard Lafonta (Director until May 21, 2007) 10,000 Alain Minc (Director until May 21, 2007) 17,500 Georges Pauget 27,500 Erich Spitz 20,000 Apart from Thierry Morin (see pages 174 to 176 ) no Board member received any other compensation or benefits from the Company during the year. With the exception of Thierry Morin , no Directors < Contents > were awarded any stock options or share grants during the year. None of the Directors hold options to purchase newly-issued shares (stock subscription options). 2007 Reference document - VALEO 5 PAGE 177 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
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■ Breakdown of obligations At Dec
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(In millions of euros) France Other
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Consolidated fi nancial statements
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4.10.3. Short-term debt At December
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5. Additional disclosures 5.1. Segm
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5.2. Financial instruments 5.2.1. F
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Page 129 and 130: Consolidated fi nancial statements
Page 131 and 132: At December 31, 2006 (In millions o
Page 135 and 136: 5.6. Contingent liabilities The Gro
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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
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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 and 166: Auditors Statutory Auditors ■ −
Page 167 and 168: Martin Haub Vice-President, Product
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: Fixed compensation and benefits-in-
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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