By decision of the Extraordinary Shareholders' Meeting on 31 March, 2003, Valeo management structure was changed to become a joint stock company with a Board of Directors.

The Board of Directors adopted Internal Rules in line with the recommendations of the Bouton Report on corporate governance, aimed at precisely defining the operating procedures of the Board, in addition to the legal and regulatory requirements and the provisions of the Company's bylaws. These Internal Rules were amended on July 24, 2006 in order to authorize Directors to participate in Board meetings by videoconference, or other telecommunication technology that enables them to be identified and ensures that they actually participate in the meeting. On December 14, 2006 the Internal Rules were further amended following the merger of he Nomination and Remuneration Committees, and the dissolution of the Strategy Committee.

The Board of Directors determines the orientations of the Company's operations and sees to their implementation. Subject to the powers expressly granted to shareholders' meetings and within the limit of the corporate purpose, the Board of Directors is competent for handling, and deciding upon, any matters regarding the Company's good running. The Board of Directors carries out any controls and audits as it may deem appropriate.

Thierry Morin is Chairman of the Board of Directors and Chief Executive Officer of the Company.

The members of the Board of Directors are Gérard Blanc, Daniel Camus, Pascal Colombani, Jérôme Contamine, Pierre-Alain De Smedt, Philippe Guédon, Lord Jay of Ewelme, Helle Kristoffersen, Georges Pauget and Erich Spitz.

In 2003, the Board created four Committees, composed of certain members of the Board of Directors, to improve its functioning and provide effective assistance for preparing decisions: the Strategy Committee, the Audit Committee, the Remuneration Committee and the Nomination Committee. At the Board meeting of December 14, 2006, the Nomination Committee was merged with the Remuneration Committee and the Strategy Commitee was dissolved. The Board therefore currently has two standing committees - the Audit Committee and the Nomination and Remuneration Committee.

The Audit Committee is responsible for overseeing the choice and the correct implementation of internal control procedures and accounting methods and for the reviewing of any significant contingencies and/or off balance sheet commitments. It is informed of the Group's financial situation by senior management. The members of the Audit Committee are: Pierre-Alain De Smedt, Daniel Camus et Gérard Blanc. The Chair of the Audit Committee is assigned to Pierre-Alain De Smedt.

The Nomination and Remuneration Committee is responsible for setting up a succession plan for the Chairman and Chief Executive Officer and, once a year, for reviewing the independence of each director. It is also responsible for making proposals concerning the remuneration of the Chairman and Chief Executive Officer, for suggesting rules regarding directors' fees allocation based on assiduity at meetings of the Board of Directors and of the Committees, for expressing an opinion on stock option plans and for being informed of the remuneration policy for senior management. The members of this Committee are: Jérôme Contamine, Philippe Guédon and Georges Pauget. The Chair of the Nomination and Remuneration Committee is assigned to Jérôme Contamine.

The strategic issues concerning the Group will henceforth be discussed in full Board meetings. The Board of Directors meets as often as required in the interest of the company.

Valeo endeavors to provide regular, clear and fully transparent information to its individual and institutional shareholders, both actual and potential, as well as to financial analysts.

Information is communicated through press releases and through the quarterly publication of the Group's results.