2007 Reference document (PDF) - Valeo

2 Management
PAGE 42
Report
Remuneration of corporate offi cers and directors
Commitments
The Group’s main commitments break down as follows at December 31:
(In million of euros) 2007 2006 2005
Lease commitments 71 76 79
Guarantees and deposits 19 29 30
Non-cancelable purchase commitments for fixed assets 108 72 57
Other commitments given 124 101 66
TOTAL 322 278 232
These commitments are described in note 5.4 to the consolidated financial statements.
Remuneration of corporate officers and directors
1. Corporate officers
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. In 2007 the gross fixed remuneration for the year paid
by Valeo to Thierry Morin amounted to 1,597,133 euros (compared
to 1,519,538 euros in 2006 and 1,302,395 euros in 2005), including
gross remuneration of 1,577,590 euros (1,500,288 euros in 2006
and 1,284,000 euros in 2005) and benefits in kind of 19,543 euros
(19,250 euros in 2006 and 18,395 euros in 2005). Thierry Morin
did not receive any variable compensation in 2007, or in the two
previous financial years.
Thierry Morin also earned attendance fees of 20,000 euros in his
capacity as a director of Valeo. In 2006 and 2005 he was paid an
amount of 35,000 euros in attendance fees.
The gross remuneration received by Thierry Morin from companies
controlled by Valeo (within the meaning of article L. 233-16 of the
French Commercial Code) amounted to 45,750 euros in attendance
fees (unchanged from 2006 and 2005).
2007 Reference document - VALEO
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In view of the prohibited periods set down by French stock exchange
regulations, the Board of Directors did not award any stock options
or free shares to Thierry Morin during 2006. The award was deferred
until March 2007 and comprised 200,000 stock options. The Board
set the purchase price for the 200,000 shares underlying the stock
options at 36.97 euros, it being specified that (i) 50% of the options
awarded to Thierry Morin are exercisable from March 7, 2009,
and all of the options from March 7, 2010, and that the shares
obtained upon exercise of the options may not be sold before
March 7, 2011; and (ii) options not exercised will become null and
void on March 6, 2015. Until such time as he leaves his position as
corporate officer, Thierry Morin shall continue to hold, in registered
form, at least 75% of the number of shares issued upon exercise
of said options (after the sale of the number of shares necessary
to finance the exercise of the options and pay the related taxes
and transaction costs). In accordance with the terms of the stock
option plan, the exercise of these stock options is contingent on
Thierry Morin holding an employment contract or corporate office
within the Valeo Group at the exercise date.
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