Free translation for information purposes only
Information relating to Jacques Aschenbroich's compensation for his role as Chairman of the
Board of Directors in anticipation of the separation of the roles of Chairman of the Board of
Directors and Chief Executive Officer from January 2022
In accordance with the succession plan unanimously approved by the Board of Directors on October
27, 2020 and disclosed on the same day, Jacques Aschenbroich will continue to act as Chairman of the
Board of Directors until the end of his current term of office as Director, i.e. until May 2023, and will be vested with specific missions which aim to ensure a smooth transition with Christophe Périllat who will succeed Jacques Aschenbroich in his role as Chief Executive Officer of the Company from January
2022.
The Board of Directors held on March 24, 2021, on the recommendation of the Compensation
Committee, set the compensation policy of the Chairman of the Board of Directors which will be submitted for approval at the Shareholders' Meeting of May 26, 2021 in anticipation of the separation of the roles of Chairman of the Board of Directors and Chief Executive Officer planned for January
2022 (ex ante vote) in accordance with Article L. 22-10-8 (former Article L. 225-37-2) of the French
Commercial Code.
Fixed compensation
The Chairman of the Board of Directors is entitled to an annual fixed compensation, excluding any other compensation element, in accordance with the recommendations of the AFEP-MEDEF Code.
The Board of Directors held on March 24, 2021, has decided, on the recommendation of the
Compensation Committee, to set Jacques Aschenbroich's annual fixed compensation for his role as
Chairman of the Board of Directors following the separation of the roles of Chairman of the Board of
Directors and Chief Executive Officer taking into consideration the following elements:
5
5
5
5
1
2
Jacques Aschenbroich's experience, skills and career within Valeo;
the range and scope of the specific missions that would be assigned to him as Chairman of the
Board of Directors during the managerial transition period1;
the benchmark study of an external advisor (Willis Towers Watson) on the compensation of
Chairmen of a Board of Directors who have specific missions and who previously held executive positions in the same company2;
the compensation given to Jacques Aschenbroich as Chairman of the Board of Directors being
(i) temporary (until the end of his term of office as Director in May 2023), (ii) expressly indexed
The specific missions entrusted to Jacques Aschenbroich as Chairman of the Board of Directors will be carried out at the request of the Chief Executive Officer and will be without prejudice to (i) the executive functions of the Chief Executive
Officer, who alone is responsible for the executive and operational management of Valeo and (ii) the powers of the Board of Directors:
- contribution to executive management: consultation of the Chairman of the Board of Directors by the Chief
Executive Officer (at his request), support and advice to the Chief Executive Officer on various subjects relating to
_tcm79-861398.jpg)