Free translation of the French original, for information purposes only
INTERNAL PROCEDURES OF THE BOARD OF DIRECTORS
PREAMBLE
The purpose of these internal procedures is to further define the operating procedures of the
Board of Directors of Valeo (hereinafter, the Company ), in conjunction with the legal,
regulatory and statutory provisions applicable to the Company.
These internal procedures apply to each member of the Company's Board of Directors
(hereinafter, the Board ), and to each permanent representative of a legal entity that is member of the Board.
These internal procedures are consistent with the general principles of corporate governance.
The corporate representative officers, the executive corporate representative officers and the non-executive corporate representative officers are the persons designated as such by the
AFEP- MEDEF Corporate Governance Code for Listed Companies.
ARTICLE 1 - INTERNAL OPERATION OF THE BOARD OF DIRECTORS
1.1
Director's Charter
A Director's charter is hereby established, the principles of which are the following:
(a)
Before accepting the duties of his/her office, a Director must be sure that he/she is aware of the general or specific duties relating to his/her office. In particular, he/she must examine the applicable legal and regulatory provisions, the by-laws of the
Company, the recommendations of the AFEP-MEDEF Corporate Governance Code for Listed Companies, these internal procedures, and any additional information provided by the Board, and comply with them.
(b)
The Director must personally be a shareholder and possess no less than at least 1,500
Company shares. This rule does not apply to the directors representing employees referred to in article L. 225-27-1 of the French Commercial Code, and to the director representing employee shareholders referred to in article L. 225-23 of the French
Commercial Code (it being specified that the latter must hold, either individually or through a company mutual fund (FCPE) invested in Company shares, at least one share or a number of units in said FCPE equivalent to at least one Company share in accordance with article L. 225-102 of the French Commercial Code).
(c)
Despite being a shareholder, the Director represents all shareholders and must act at all times in the Company's best interest.
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