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Information relating to the 2021 compensation policy applicable to the Chairman and Chief Executive Officer
In determining the compensation policy applicable to the Chairman and Chief Executive Officer for the financial year ending December 31, 2021 (the "2021 Compensation Policy for the Chairman and Chief Executive Officer"), the Compensation Committee has analysed the structure of the
Chairman and Chief Executive Officer's compensation based on the current economic situation.
Given the current economic situation and the fact that the comparative review carried out in 2020 on the basis of four panels used by Valeo1 confirmed that the fixed compensation as well as the ceilings for variable and long-term compensation of the Chairman and Chief Executive Officer are in line with the market, the Compensation Committee recommended to the Board of Directors that these remain unchanged both for the compensation policy for the Chairman and Chief Executive Officer for the financial year ending December 31, 20202 (the "2020 Compensation Policy for the Chairman and
Chief Executive Officer") and for the compensation policy for the Chairman and Chairman and
Chief Executive Officer for the financial year ending December 31, 20193 (the "2019 Compensation
Policy for the Chairman and Chief Executive Officer").
Following the analysis process, the Compensation Committee nevertheless proposed to the Board of
Directors adjustments to the elements used to assess the qualitative and quantifiable criteria of the variable compensation, as described below.
At its meeting held on March 24, 2021, the Board of Directors, on the recommendation of the
Compensation Committee, set the 2021 Compensation Policy for the Chairman and Chief Executive
Officer, as summarized below.
In accordance with Article L. 22-10-8 (former Article L. 225-37-2) of the French Commercial Code,
the General Shareholders' Meeting of May 26, 2021 will be called upon to approve the elements of the
2021 Compensation Policy for the Chairman and Chief Executive Officer (ex ante vote).
1. Annual fixed compensation
The Chairman and Chief Executive Officer's fixed annual compensation amounts to EUR 1,100,000.
This amount remains unchanged compared to those set in the 2019 Compensation Policy for the
Chairman and Chief Executive Officer and in the 2020 Compensation Policy for the Chairman and
Chief Executive Officer.
2. Annual variable compensation
The maximum amount of the Chairman and Chief Executive Officer's variable portion is 170% of the annual fixed compensation, unchanged compared to those set in the 2019 Compensation Policy for the
Chairman and Chief Executive Officer and in the 2020 Compensation Policy for the Chairman and
Chief Executive Officer.
In assessing the 2021 Compensation Policy for the Chairman and Chief Executive Officer, on March
24, 2021 the Board of Directors, on the recommendation of the Compensation Committee, decided to make adjustments to the quantifiable criteria and the qualitative sub-criteria previously used, in order
1
2
3
1. CAC 40, 2. CAC 40 excluding finance and luxury sector companies, 3. European car makers and OEMs and 4.
International OEMs. These panels are available on the Company's website (www.valeo.com), under "Corporate
Governance".
Approved at a rate of 94.03% by the General Shareholders' Meeting of June 25, 2020 under its thirteenth resolution.
Approved at a rate of 91.92% by the General Shareholders' Meeting of May 23, 2019 under its tenth resolution.
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