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Valeo — Shareholder Meeting (June 2009)
26 slides from Valeo's shareholder meeting presentation, Jun 9, 2009
Slide 1: Combined Shareholders' Meeting
Combined Shareholders’ Meeting Pascal Colombani Chairman of the Board of Directors June 9, 2009
Slide 2: Corporate governance
Corporate governance Jérôme Contamine Chairman of the Nomination, Remuneration and Corporate Governance Committee
Slide 3: An active, assiduous Board of Directors
An active, assiduous Board of Directors 11 members incl. 7 independent Î Pascal Colombani: Chairman Î Jacques Aschenbroich Î Behdad Alizadeh Î Gérard Blanc Î Daniel Camus Î Jérôme Contamine Î Philippe Guédon Î Lord Jay of Ewelme Î Helle Kristoffersen Î Georges Pauget Î Erich Spitz 14 meetings in 200
Slide 4: Reinforced corporate governance
Reinforced corporate governance Broader responsibilities for the committees Î Nomination, Remuneration and Corporate Governance Committee Î Audit Committee Creation of the Strategy Committee Revised internal procedures for the different committees Separation of the roles of Chairman and CEO Recrui
Slide 5: Composition and activity of the Committees
Composition and activity of the Committees Composition Chairman No. of % atten- meetings dance Daniel Camus Daniel Camus Audit Committee Behdad Alizadeh (CFO EDF) 4 83.3% Gérard Blanc Nomination, Jérôme Contamine Remuneration Behdad Alizadeh Jérôme Contamine and Corporate Philippe Guédon (Exec. VP S
Slide 6: Alignment of Thierry Morin's remuneration with the AFEP/MEDEF code
Alignment of Thierry Morin’s remuneration with the AFEP/MEDEF code of corporate governance Non-cumulation of severance payments from corporate officer and employment contracts Renouncement of non-competition clause Reduction in termination benefits from 3 years of fixed compensation to 2 years of fi
Slide 7: Appointment of a new Chairman of the Board: Pascal Colombani
Appointment of a new Chairman of the Board: Pascal Colombani Education and career Î Ecole Normale Supérieure (Saint-Cloud), Docteur ès Sciences Î Career with the Schlumberger group in the U.S., Europe, Japan and China (1978-1997) Î Director of Technology (1998-1999) Î Chairman of the Atomic Energy C
Slide 8: Appointment of a new Chief Executive Officer: Jacques Aschenbroich
Appointment of a new Chief Executive Officer: Jacques Aschenbroich Education and career Î Ingénieur du Corps des Mines Î Cabinet of the French Prime Minister in 1987 and 1988 Î Industrial career with the Saint-Gobain group (1988 à 2008), including: – President of Saint-Gobain Vitrage (1996) – Senior
Slide 9: Remuneration of the CEO
Remuneration of the CEO Annual fixed compensation: 850,000 euros Principle of granting variable compensation in line with precise, demanding criteria Î Consultation of the French “Comité des Sages” At this point, no severance payment and no granting of free shares or options to subscribe for or purc
Slide 10: Combined Shareholders' Meeting
Combined Shareholders’ Meeting Pascal Colombani Chairman of the Board of Directors
Slide 11: Agenda: Ordinary Shareholders' Meeting
Agenda Ordinary Shareholders’ Meeting
Slide 12: Resolutions 1 & 2: Approval of annual and consolidated financial statements
Ordinary Shareholders’ Meeting Resolutions 1 & 2 Review and approval of the annual and consolidated financial statements Combined Shareholders’ Meeting – June 9, 2009 I 12
Slide 13: Resolution 3: Co-opting of Jacques Aschenbroich as Director
Ordinary Shareholders’ Meeting Resolution 3 Approval of the co-opting of Mr Jacques Aschenbroich as Director Combined Shareholders’ Meeting – June 9, 2009 I 13
Slide 14: Resolution 4: Approval of agreements for Thierry Morin
Ordinary Shareholders’ Meeting Resolution 4 Approval of agreements including undertakings made for the benefit of Mr Thierry Morin by the decisions of the Board of Directors of October 20, 2008 and February 12, 2009 in accordance with the provisions of article L.225-42-1 of the French Commercial Cod
Slide 15: Resolution A: Agreements for Thierry Morin, not approved
Ordinary Shareholders’ Meeting Resolution A Presented but not approved by the Board of Directors Approval of agreements including undertakings made for the benefit of Mr Thierry Morin by the decisions of the Board of Directors of March 20, 2009 in accordance with the provisions of article L.225-42-1
Slide 16: Resolution 5: Approval of regulated agreements and undertakings
Ordinary Shareholders’ Meeting Resolution 5 Approval of the agreements and undertakings governed by the provisions of Articles L225-38 et seq. of the French Commercial Code Combined Shareholders’ Meeting – June 9, 2009 I 16
Slide 17: Resolution 6: Allocation of profits for the fiscal year
Ordinary Shareholders’ Meeting Resolution 6 Allocation of profits for the fiscal year Combined Shareholders’ Meeting – June 9, 2009 I 17
Slide 18: Resolution 7: Authorization for transactions in company shares
Ordinary Shareholders’ Meeting Resolution 7 Authorization to be granted to the Board of Directors to carry out transactions in shares issued by the Company Combined Shareholders’ Meeting – June 9, 2009 I 18
Slide 19: Agenda: Extraordinary Shareholders' Meeting
Agenda Extraordinary Shareholders’ Meeting
Slide 20: Resolution 8: Capital increase with preferential subscription rights
Extraordinary Shareholders’ Meeting Resolution 8 Delegation to the Board of Directors of authority to decide a capital increase, through issuance – with preferential subscription rights maintained – of shares and/or securities giving access to the capital of the Company and/or issuance of securities
Slide 21: Resolution 9: Capital increase without preferential subscription rights
Extraordinary Shareholders’ Meeting Resolution 9 Delegation to the Board of Directors of authority to decide a capital increase, through issuance – without preferential subscription rights maintained – of shares and/or securities giving access to the capital of the Company and/or issuance of securit
Slide 22: Resolution 10: Capital increase by incorporation of reserves
Extraordinary Shareholders’ Meeting Resolution 10 Delegation to the Board of Directors of authority to decide a capital increase by incorporation of premiums, reserves, profits or other items Combined Shareholders’ Meeting – June 9, 2009 I 22
Slide 23: Resolution 11: Increase in number of securities issued
Extraordinary Shareholders’ Meeting Resolution 11 Delegation to the Board of Directors of authority to increase the number of securities to be issued in case of a capital increase with or without preferential subscription rights Combined Shareholders’ Meeting – June 9, 2009 I 23
Slide 24: Resolution 12: Capital increase reserved for savings plan members
Extraordinary Shareholders’ Meeting Resolution 12 Delegation to the Board of Directors of authority to decide a capital increase, through the issuance of shares or securities giving access to the capital reserved for members of Company savings plans, with waiver of preferential subscription rights i
Slide 25: Resolution 13: Reduction of share capital by cancelling treasury shares
Extraordinary Shareholders’ Meeting Resolution 13 Authorization to be granted to the Board of Directors to reduce the share capital through cancellation of treasury shares Combined Shareholders’ Meeting – June 9, 2009 I 25
Slide 26: Resolution 14: Delegation of powers for corporate formalities
Extraordinary Shareholders’ Meeting Resolution 14 Delegation of powers to carry out corporate formalities Combined Shareholders’ Meeting – June 9, 2009 I 26