PASCAL COLOMBANI Honorary Chairman
6 VALEO / 2015 ACTIVITY AND SUSTAINABLE DEVELOPMENT REPORT
s I write my last message as Chairman of Valeo’s Board of Directors (1), I look back with pride at our achievements since 2009: under the leadership of Jacques Aschenbroich, now Chairman and Chief Executive Officer, Valeo has experienced exceptional growth. Over that period, the Group has returned to the CAC 40 index and seen a significant rise in the share price and the level of shareholder return. Valeo can also claim to have become a benchmark in terms of corporate governance. Since 2009, we have been committed to applying the most stringent corporate governance rules, and we have often been pioneers in this area. Our growth model, based on a strong corporate governance structure, allows the Group to implement its strategy in accordance with the strictest principles of ethics and compliance and in line with our sustainable development commitments. On behalf of the Board of Directors, I would like to acknowledge the excellent results in 2015 and congratulate Management and employees for their unfailing commitment. The principal role of Valeo’s Board of Directors is to determine the Group’s business strategies and ensure that they are implemented effectively. It is supported by three Committees: the Audit & Risks Committee, the Appointment, Compensation & Governance Committee, and the Strategy Committee. The Board of Directors met on nine occasions in 2015 – i.e., three times as many meetings as the minimum stipulated in the internal procedures – with a 92.6%(2) average attendance rate, once again demonstrating the commitment of its members, as confirmed by the similar attendance rates of the Board’s three Committees. In a context of major technological shifts in the automotive industry, the Board of Directors paid close attention to the Group’s strategy, both in terms of organic growth and acquisition opportunities. It also reviewed the cumulative efforts in risk and compliance analysis undertaken in recent years and ensured that the internal control framework always remained in step with the Group’s growth and challenges. After Germany, China, Japan and the United States over the past few years, 2015 saw the Group’s annual strategy seminar return to France, at two of the Group’s sites.
This year’s strategy seminar focused particularly on driving assistance technologies, Valeo Service and digital production developments. The Board of Directors’ strength lies in its diversity: its 12 members have different backgrounds and enable the Group to benefit from their experience and skills in a variety of fields. Seventy-five percent of the Board’s current members are under 70 and 83% are considered independent according to both the criteria set out in the internal procedures and in the AFEP-MEDEF Code to which Valeo refers. In 2015, the Board noted with regret the departure of Lord Michael Jay of Ewelme for personal reasons. Aware of the importance of developing new expertise in a rapidly evolving technological environment and of the equal representation of women and men on the Board, the Board of Directors will ask the Shareholders’ Meeting of 2016 to appoint Véronique Weill, Chief Operating Officer of the AXA group in charge of marketing, digital operations, distribution, IT, operating excellence and procurement, and Mari-Noëlle Jégo-Laveissière, Senior Executive Vice-President in charge of the Innovation, Marketing and Technology (IMT) Division of Orange. Valeo will, therefore, fully satisfy regulatory requirements for diversity, and the percentage of women on the Board of Directors will be lifted from 33% to 40%.