2011 Registration Document - Valeo

4 Corporate
PAGE 144
governance
Compensation of corporate offi cers
4.2 Compensation of corporate officers
4.2.1 Executive corporate officers
At its meeting on March 20, 2009, the Board of Directors
decided to separate the duties of Chairman of the Board and
Chief Executive Officer, acting on the recommendation of the
Appointment, Compensation and Governance Committee
and following the resignation of Thierry Morin as Chairman
and Chief Executive Officer. The Board then appointed
Pascal Colombani as Chairman of the Board of Directors
and Jacques Aschenbroich as Chief Executive Officer.
Following the renewal of the terms of office of Jacques
Aschenbroich and Pascal Colombani by the Shareholders’
Meeting of June 8, 2011 held to approve the financial
statements for the year ended December 31, 2010, the
Board of Directors, acting on the recommendation of the
Appointment, Compensation and Governance Committee,
maintained the separation of the duties of Chairman of the
Board and Chief Executive Officer, stating that the operation
of the Board had improved as a result of this separation.
Compensation of Pascal Colombani for his role
as Chairman of the Board of Directors
The Board of Directors sets the compensation paid by Valeo
to Pascal Colombani, the Chairman of the Board of Directors,
based on recommendations made by the Appointment,
Compensation and Governance Committee.
Fixed compensation and benefits in kind
Following the renewal of the terms of office of Jacques
Aschenbroich and Pascal Colombani at its meeting
of June 8, 2011, the Board of Directors, acting on the
recommendation of the Appointment, Compensation and
Governance Committee and after having examined the
practices of a selection of similar companies, decided that
the Chairman would receive fixed annual compensation of
300,000 euros with effect from June 1, 2011, compared with
250,000 euros previously (since 2009).
Similarly, at the Board of Directors’ meeting of June 8, 2011,
acting on the recommendation of the Appointment,
Compensation and Governance Committee, it was decided
that the Chairman would have the use of a company car
for occupational use and a driver currently employed by the
Company.
2011 Registration D ocument - VALEO
In 2011, Valeo paid Pascal Colombani a fixed compensation
of 279,167 euros (compared with 250,000 euros in 2010).
Variable compensation
Pascal Colombani does not receive any variable
compensation.
Attendance fees
Pascal Colombani does not receive attendance fees.
At its meeting on April 9, 2009, the Board of Directors, acting
on the recommendation of the Appointment, Compensation
and Governance Committee, decided that no attendance
fees would be paid to Pascal Colombani in respect of his
role as Chairman.
Compensation paid by companies controlled by Valeo
Pascal Colombani does not receive any compensation by
companies controlled by Valeo.
Stock options and performance shares
No stock options or performance shares were allot ted to
Pascal Colombani in 2011 or in the previous years.
Pension plan
Pascal Colombani is not covered by a supplementary pension
plan for his role in the Valeo Group.
Severance payments
Pascal Colombani is not entitled to severance payments .
Compensation paid to the Chairman of the Board
of Directors over the last two years
The following tables show the compensation paid and the
stock options and shares allot ted to Pascal Colombani over
the last two years.