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Annual General
Shareholders’ Meeting May 29, 2018
Agenda
2017 Results Michel Favre 1
Faurecia transformation Patrick Koller 2
Governance and compensation 3 Jean-Pierre Clamadieu
Linda Hasenfratz
Annual General Shareholders’ Meeting - May 29, 2018 2
3 Annual General Shareholders’ Meeting - May 29, 2018
Governance
Members leaving the Board
Mr Jean-Pierre Clamadieu Ms Amparo Moraleda
4 Annual General Shareholders’ Meeting - May 29, 2018
Governance
Members joining the Board
Mr Daniel Bernardino
Ms Valérie Landon
Mr Emmanuel Pioche
2017 full year results
& first quarter 2018 sales
Michel Favre
Chief Financial Officer
Strong performance in 2017 and all financial targets achieved or exceeded
6
Strong organic* sales growth of +10.6% to €17.0bn,
830bps above worldwide automotive production
growth
Significant improvement in profitability to 6.9%
of sales (+70bps yoy), with an operating margin
at 7.0% in H2
Net cash flow of €435m
EPS of €4.42
* At constant currencies & scope, incl. JVs consolidation
SALES
OPERATING INCOME
2016 2017
2016 2017
€15,613.6m
€16,962.2m
€970.2m
€1,170.3m
6.2% of VA sales
6.9% of VA sales
+10.6%*
LV production +2.3%
+20.6%
Annual General Shareholders Meeting - May 29, 2018
All Business Groups in all regions posted strong organic* sales growth and strongly outperformed
worldwide automotive production growth
All Business Groups posted organic growth above 8%,
− Interiors had growth of +14.8%
All regions outperformed regional market by more than 500bps
− North America outperformed by 960bps (+5.6% vs. -4.0%)
and Asia by 1,540bps (+18.1% vs. +2.7%)
All Business Groups posted double-digit growth in operating income
All regions posted strong growth in operating income, with Europe up 20%.
South America back to profitability
Over 200 programs launched and increased investment in innovation
7
Strong financial performance achieved whilst managing growth
and innovation investment
* At constant currencies & scope, incl. JVs consolidation Annual General Shareholders Meeting - May 29, 2018
Net income from continued operations up 34%, to €714m
In €m 2016 2017 Change
Value-added sales 15,613.6 16,962.2 +8.6%
Operating income
as % of VA sales
970.2
6.2%
1,170.3
6.9%
+20.6%
+70bps
Restructuring & other non-recurring operating inc. and exp. (105.8) (97.3)
Net interest expense & other financial income and expenses (162.4) (131.3)
Income before tax of fully consolidated companies 702.0 941.7 +34.1%
Corporate income taxes
as % of pre-tax income
(189.2)
(26.9%)
(261.8)
(27.8%)
Net income before tax of fully consolidated companies 512.8 679.9 +32.6%
Share of net income of associates 19.7 34.6
Net income from continued operations 532.5 714.5 +34.2%
Net income from discontinued operations 188.3 (7.4)
Consolidated net income, before minority interest 720.8 707.1 -1.9%
Minority interest (83.0) (96.9)
Consolidated net income, Group share 637.8 610.2 -4.3%
Annual General Shareholders Meeting - May 29, 2018 8
On track to continuously enhance cash flow generation
9
In €m 2016 2017 Change
Operating income 970.2 1,170.3 +20.6%
Depreciation and amortization 669.1 719.0
EBITDA 1,639.3 1,889.3 +15.3%
Change in WCR 162.5 213.0
Capex and Capitalized R&D (1,044.9) (1,207.5) +15.6%
Restructuring (63.5) (88.3)
Finance expenses (132.0) (124.5)
Taxes (257.7) (286.5)
Other (operational) 154.8 39.8
Net cash flow 458.5 435.3 -5.1%
Recurring net cash flow 332.5 435.3 +30.9%
% of VA sales 2.1% 2.6%
% of EBITDA 20% 23%
Annual General Shareholders Meeting - May 29, 2018
10
Above 7% of sales
Above €500m €5
2018
Sales growth
2018
Operating
margin
2018
Net cash
flow
2018
Earnings
per share
2018 GUIDANCE
At least +7*% +500 bps above market
2018 guidance shows increased growth
CAGR 2016 – 2018 >+8%
Annual General Shareholders Meeting - May 29, 2018 * At constant currencies
11 Annual General Shareholders’ Meeting - May 29, 2018
Strong sales growth* of +9.3%, outperforming worldwide
automotive production growth** by 960bps
Excluding a significant negative currency impact of -6.7%
Including €57m (or +1.4%) from bolt-ons
All three Business Groups posted solid growth*
Seating: +7.5%
Interiors: +14.0%
Clean Mobility: +6.8%
Sales growth* outperformed automotive production in all regions
Europe: +9.1% (+920bps vs market)
North America: +4.2% (+690bps vs market)
Asia: +15.2% (+1,570bps vs market)
South America: +23.3% (+1,150bps vs market)
Strengthened confidence in FY 2018 guidance
Q1 2018
Strong sales growth at constant currencies
€4,203m
€4,315m
Q1 2017 Q1 2018
-6.7%
+9.3%
Currency effect Sales growth*
€(281)m
€392m
* At constant currencies
** Source: IHS forecast April 2018
Vs. automotive
production
growth** of -0.3%
Share price up by 77% in 2017
+13% since January 1, 2018 (at closing May 25, 2018)
Market capitalization in €bn
Faurecia outperforms CAC 40
5 times
Significant rerating in 2017
Rerating supported by solid track
record and perception as
a technology company
Integration in the CAC Next 20
Faurecia share price CAC 40 Euro STOXX / Automobiles & Parts
SHARE PRICE AND MARKET CAPITALIZATION
12 Annual General Shareholders Meeting - May 29, 2018
+10%
+20%
+99%
€73.74
5.1 5.1
9.0
10.2
13 Annual General Shareholders’ Meeting - May 29, 2018
Faurecia S.A. financial statements
2016
2017
€ millions
Total sales
Operating margin
Financial and other expenses (net)
Exceptional income and expenses
Corporate taxes
Net income
302.2
26.4
39.9
8.1
25.6
99.9
290.9
13.4
64.4
(1.8)
18.3
94.4
Proposed dividend of €1.10 per share, up 22% year-on-year
14
Faurecia will propose to shareholders a dividend
of €1.10 per share
It will be payable in cash on 5 June 2018
This dividend represents a pay-out ratio of 25%
of net income Group share, reflecting:
The Group’s confidence in its capability
to generate profitable growth
and enhanced cash flow
Its commitment to create shareholder value
* Subject to approval at todays' Annual Shareholders’ Meeting
DIVIDEND PER SHARE
Annual General Shareholders Meeting - May 29, 2018
2015 2016 2017
€0.65
€0.90
€1.10*
Proposal for appropriation of net income
ORIGIN
Net income for the financial year 94,364,262.41 €
Retained earnings from previous years 1,227,485,803.32 €
Total to be allocated 1,321,850,065.73 €
APPROPRIATION
Statutory reserve Fully allocated
Dividend 151,839,381.10 €
Retained earnings 1,170,010,684.63 €
Total appropriation 1,321,850,065.73 €
Annual General Shareholders Meeting - May 29, 2018 15
Faurecia
Transformation
Patrick Koller
CEO
Faurecia Transformation
17
2020 Financial Targets
Growth in New Value spaces and 2025 Ambition
Transformation into European Company
1
2
3
Annual General Shareholders’ Meeting - May 29, 2018
Net Cash Flow
4% of sales
Operating Margin
8% of sales
Sales
> €20bn
Our 2020 targets confirm our strong potential
2020 FINANCIAL TARGETS
18 Annual General Shareholders’ Meeting - May 29, 2018
19 Annual General Shareholders’ Meeting - May 29, 2018
Our sales growth target is above 20 billion euros in 2020
> €20bn
2017 2018e 2019e 2020e
Awarded
>50%
€17bn Targeted
<5%
Current
45%
RECORD 2015-2017 ORDER INTAKE
2013-2015 2014-2016 2015-2017 2017 2020e
€47bn
€53bn
€62bn
SALES IN CHINA
40%
16%
€2.2bn
c. €4.5bn
C-OEMs
Non
C-OEMs
x2 Record 2015-2017 order intake and current
order book secure growth at > 7% CAGR
Commercial vehicles CAGR > 15%
driven by NOx and particulate matter
regulations particularly in China and India
15 new customers in 2017
Sales in China to double
70% CAGR with Chinese OEMs
Order intake represented €6.7bn in 2017
> 95% of 2020 SALES SECURED
CAGR
+15%
CAGR
>7%
Addressable market
2015 2017 2020
China global 32% 43% > 60%
Chinese OEMs 25% 46% 66%
2020 Sales
> €20bn
2017 2020e
2017 2020e
2017 2020e
Our profitable growth is driven by geographic,
product and customer mix
SALES BY REGION Favorable regional mix
50%
26%
17%
6%
Europe
North
America
Asia
RoW
2017 €17bn
48%
23%
25%
Europe
North
America
Asia
RoW
2020e >€20bn
Growing share of sales in Asia
Increasing technology content
per vehicle on SUV & Premium
(growth accelerates from 2020)
Growth in New Value Spaces
(represent €3.5bn in lifetime sales)
SALES BY CUSTOMER TYPE Favorable customer mix
New Value Spaces
Premium & SUVs (incl. EVs)
Chinese OEMs
€6.7bn
€8.0bn
€0.4bn
€1.8bn
€0.5bn
€2.0bn
4%
2020 OM
8% of sales
20 Annual General Shareholders’ Meeting - May 29, 2018
FAVORABLE IMPACT
ON OPERATING MARGIN
Our Group initiatives will drive 8% operating margin by 2020
“Global R&D Power" and "Blockchain for Program Management”
30% reduction in hourly rate for engineering in Europe and USA
through increasing resources in India
-20% hours/application through digital productivity
Reduce development time using blockchain technology
“Global Business Services”
Centralization of five support functions from 34 locations
to 5 main regional operations centers
Savings
€100m*
“Operational Excellence”
Monthly plant ranking according to their performance
Quarterly mid-term risk assessment by plant
Acceleration in digital transformation
2020 OM
8% of sales
* Cumulated net savings 2018 - 2020
Savings
€280m*
Savings
€120m*
Annual General Shareholders’ Meeting - May 29, 2018 21
We target to increase cash generation to 4% of sales
€435m
2.6% €800m
4.0% +140 bps
+40 bps
+40 bps -45 bps
-10 bps
NCF
2020
WCR
from sales
growth
Capex
prioritization Conversion
cycle
acceleration
EBITDA
increase
NCF
2017
-35 bps
Regional
mix (China)
Annual General Shareholders’ Meeting - May 29, 2018
2020 Net Cash Flow
4% of sales
"CONVERT2CASH"
INITIATIVE
Reduce overdues
Focus on cash generation
of order intake
Rigorous management
of vertical integration
Optimize inventory management
Massify supplier base
23
28%
2018-2010
Confirming our profitable growth potential
2017 – 2018
Clear strategy deployment focused on
Sustainable Mobility and Smart Life on Board
2018 – 2020
Accelerating profitable growth and cash
generation whilst investing in our future
+€1 billion of sales per year on average
Net cash flow up 80% vs 2017
2020 OM of c. 8.5% excluding NVS
De-risked profile and increased resilience
throughout the cycle
ROCE to reach 30% in 2020
including temporary impact of c. 300bps
from investment in NVS 2017-2020
2020
OM target
8% of sales
2020
Net Cash Flow
4% of sales
2020
Sales target
> €20bn
30%
33%
Investment in NVS
2017 2020e
Annual General Shareholders’ Meeting - May 29, 2018 24
Faurecia Transformation
2020 Financial Targets
Growth in New Value Spaces and 2025 Ambition
Transformation into European Company
1
2
3
Annual General Shareholders’ Meeting - May 29, 2018 25
Four megatrends (CARE) are disrupting the automotive industry
CONNECTED AUTONOMOUS RIDE-SHARING ELECTRIFIED
Seamless continuity
between home
and vehicle
Creating new user
experiences
Specific interiors
individualized
and adaptable
New interior
architectures
Annual General Shareholders’ Meeting - May 29, 2018 26
AN UNPRECEDENTED DISRUPTION
Powertrain mix and automation driving the technology revolution
18% 12% 9%
77%
50% 43%
30%
35%
Diesel
Gasoline
Hybrid
Battery EV
2030
11%
2017
4%
2025
8%
1%
2% Fuel cell EV
92m
vehicles
107m
vehicles
113m
vehicles
27
AUTOMATION LEVELS
5 Full
automation
4 High
automation
3 Conditional automation
2 Partial
automation
1 Driver
Assistance
Autonomous driving
in all circumstances
Full autonomous drive
limited to specific environments
Driver has to take control
back from car at any time
Limited autonomous drive
in very specific conditions
Driver is assisted
but controls vehicle at all times
POWERTRAIN MIX
Annual General Shareholders’ Meeting - May 29, 2018
Nearly 50% of the market will be electrified by 2030 15% autonomous driving vehicles (level 4+) by 2030
Our strategy is aligned with the megatrends
Sustainable Mobility Solutions for fuel efficiency
and air quality
Smart Life on Board Solutions for a connected,
versatile and predictive cockpit
Addressable
market
€51 bn
in 2030
Addressable
market
€81 bn
in 2030
28 Annual General Shareholders’ Meeting - May 29, 2018
A technology organisation to accelerate innovation and transformation
FAURECIA TECH
DIGITAL SERVICES FACTORY
PARTNERSHIPS
ACADEMICS
TECHNOLOGY PLATFORMS
START-UPS
INCUBATOR DIVISIONS Smart Life on Board
SCALE UP DIVISIONS
Sustainable Mobility
29 Annual General Shareholders’ Meeting - May 29, 2018
PARTNERSHIPS
START-UPS
A technology ecosystem and new competences
to accelerate innovation and transformation
ACQUISITIONS
30 Annual General Shareholders’ Meeting - May 29, 2018
Relative importance of powertrain driven by regulation, use cases and cost
Stringent regulations and new
technology breakthroughs
All markets getting emissionized
including China and India
Commercial Vehicles, High
Horsepower engines & Industry
Nearly 50% of the market
will be electrified by 2030
Smart Cities will drive new mobility
requirements
High
horsepower
GDI Diesel Hybrid Natural
Gas
INTERNAL COMBUSTION ENGINE
BEV FCEV
ZERO EMISSIONS
Light vehicles
Annual General Shareholders’ Meeting - May 29, 2018
Europe > 2l
Trucks
Utility Commercial
vehicles
31
3.9 4.2
1.7
Low Pressure Exhaust Gas Recirculation (LP-EGR)
Electric heated catalyst (EHC)
Light vehicles
Capturing market share through best-in-class technology
2017 2025
€150 €190
15.1 20.1
26% 29%
Market size (€bn)
Market share
Content per vehicle
Core business
Innovative
products
€5.9bn
BUSINESS OBJECTIVES TO 2025 KEY INNOVATIVE PRODUCTS
€3.9bn
CAGR +5%
-3% CO2 Target
SOP 2021
-5% CO2 Target
SOP 2023
Exhaust Heat Recovery System (EHRS) generation 3
-2% CO2 Target
SOP 2020
Up to 30% weight
and volume reduction
Compact & lightweight system
Started
Annual General Shareholders’ Meeting - May 29, 2018 33
Commercial Vehicles & High Horsepower
Growing market share through partnerships and acquisitions
REGULATIONS
China, India emissionized
from 2020
(50% global market)
Ultra-Low NOx expected
2025 US/Europe
PARTNERSHIP STRATEGY
Global strategic
relationship with Cummins
Joint ventures in China
COMMERCIAL VEHICLES
2025
> €600
ASDSTM: 90% de-NOx
at low temperature
Faurecia
content per
vehicle
Faurecia
technology
advantage
Target market
share 25%
HIGH HORSEPOWER
Faurecia
sales
Faurecia
technology
advantage
ACQUISITION OF HUG
ENGINEERING
Market leader
(12% market share)
Drive globalization
and market
consolidation
Vertical integration
2025
€400m
Energy recovery,
next generation de-NOx
Connected Services
Target market
share 17%
Annual General Shareholders’ Meeting - May 29, 2018 34
Zero emissions: Our ambition is to become a major player
in vehicle electrification and the fuel cell alternative
BATTERY ELECTRIC VEHICLE
Faurecia
content per
vehicle
Faurecia
technology
advantage
FULL BATTERY MODULE 2025
> €600
Best in class packaging
Lower center of gravity
Assembly cost savings
FUEL CELL ELECTRIC VEHICLE
H2 TANKS & VALVE 2020
€2,750 100KW system
(2 tanks)
35KW range Extender (1 tank)
€1,550
Faurecia
content per
vehicle
25% lighter
Best-in-class valve
with one stage
decompression
Faurecia
technology
advantage
FUEL CELL STACK SYSTEM 2023
€3,300
€1,700
Best-in-class power density
Annual General Shareholders’ Meeting - May 29, 2018 36
20%
9%
Growth potential in Sustainable Mobility confirmed
Driven by innovation and zero emissions
SALES (€bn)
Zero Emissions
High Horsepower
Commercial Vehicles
Light Vehicles
Baseline
Light Vehicles
Innovative products 14%
€11.7bn
2030e
€4.5bn
3.9
0.5
2017
€8.4bn
4.2
1.1
0.4
1.7
1.0
2025e
3.6
0.8
2.5
1.5
3.3 15%
42%
Innovation €350m - €400m
Capex €600m - €650m
Patents filed 1,100 to 1,300
Key figures 2018-2025
(cumulated New Value Spaces)
Strategic freedom vs powertrain
mix
CAGR +8%
Annual General Shareholders’ Meeting - May 29, 2018 37
The interior becomes the new differentiator
CONNECTED PREDICTIVE VERSATILE
Annual General Shareholders’ Meeting - May 29, 2018 38
User experience drives development of New Value Spaces
"You have an individual safety cocoon in all positions"
"You feel better at the end of your journey.
You collect pertinent data
for your predictive health care"
"You always feel the perfect temperature
and air quality"
"You have a personal sound bubble
with no interference"
ADVANCED
SAFETY ENHANCED HEALTH
AND WELLNESS PERSONALIZED CLIMATE
COMFORT AND AIR QUALITY IMMERSIVE
SOUND EXPERIENCE
39 Annual General Shareholders’ Meeting - May 29, 2018
Strategy to significantly increase our addressable market
through the creation of a "triple win" offer
NEW SMART SYSTEMS
SYSTEMS INTEGRATION
CORE BUSINESS MODULES
Personalized and improved
user experience
(Cockpit Intelligence Platform)
Creating improved performance
of functions through new technologies
and latest generation software
(Postural & thermal comfort
and individual sound bubble)
Integrating of new functions
into core product to enhance
performance
(Rotating seats)
Value creation for consumers, automakers and Faurecia
2017 2025
Evolution of content per vehicle
€150 €1,600
€100 €1,450
€800 €2,400 €700 €2,300
Total €1,200 €1,725 up to €5,450
Annual General Shareholders’ Meeting - May 29, 2018
40
A significant Smart Life on Board growth ambition
33% per year from 2020
SMART LIFE ON BOARD NEW VALUE SPACES SALES
2017 2020e
Seating
Interiors
2025e
Cockpit
of the Future
€1.0bn
€4.2bn
Innovation €650m - €700m
Capex €350m - €400m
Patents filed 3,500 to 4,000
Key figures 2018-2025 cumulated:
0
Growth largely independent
of autonomous driving deployment
CAGR
+33%
Annual General Shareholders’ Meeting - May 29, 2018 41
2017 2020e
Our ambition is to reach 30 billion euros of sales in 2025
2025e 2020e 2017
16.5
CAGR
+28%
23.2
CAGR
> +8%
SALES (€bn)
New Value Spaces
Core
6.8
> 18.0
2.0
0.5
€17bn
€30bn*
> €20bn
2020
Net Cash Flow
4% of sales
OM
8% of sales CAGR
> +7%
* Including €1.5bn of bolt-ons Annual General Shareholders’ Meeting - May 29, 2018 43
our
convictions
our
values
The world is in a state of permanent disruption
Diversity is a strength
Environmental issues pose a serious challenge
for humanity
Power must have a counterbalance
Short term thinking jeopardizes future generations
Companies must have a positive impact on society
Autonomy
Respect
Entrepreneurship
Exemplarity
Accountability
Energy 44
Faurecia Transformation
45
2020 Financial Targets
Growth in New Value spaces and 2025 Ambition
Transformation into European Company
1
2
3
Annual General Shareholders’ Meeting - May 29, 2018
Transformation into European Company (SE)
Resolutions 16 and 17
Better reflect the European dimension of the Group
Europe represents close to 50% of Faurecia sales
Faurecia employs 45,000 people in 16 European countries, with 10.000 in France
Strengthen the Group's international image and attractiveness
No significant change to bylaws or governance
Capital stock and stock exchange listing unchanged
Head office remains in Nanterre where the company will move into a modern
and performant building by the end of 2018
46
Governance
and compensation
Jean-Pierre Clamadieu
Linda Hasenfratz
48 Annual General Shareholders’ Meeting - May 29, 2018
Appointment of Michel de Rosen as Chairman of the Board of Directors with effect
after the May 30, 2017 AGM by decision of the April 11, 2017 Board of Directors
Cooptation, subject to ratification under resolution 5, of Valérie Landon in replacement
of Amparo Moraleda from October 12, 2017
Start of term of Daniel Bernardino and Emmanuel Pioche, Board members representing the employees,
from November 1st, 2017
Resignation of Jean-Pierre Clamadieu after the present AGM
At the outcome of the present AGM, Board of Directors composed of 15 members out of which:
2 Board members representing the employees
6 women
8 independent Board members
Governance evolutions and Board composition
49 Annual General Shareholders’ Meeting - May 29, 2018
Conversion of Faurecia into a European Company
(Resolutions 16 and 17)
Approval of the conversion (Resolution 16)
Definitive conversion when the negotiation concerning the implementation
and functioning of the European Company committee is over
Adoption of Faurecia bylaws under its new form (Resolution 17)
Applicable from the definitive conversion of Faurecia into a European Company
50 Annual General Shareholders’ Meeting - May 29, 2018
Amendment of Article 5 of the bylaws to extend in advance the term of Faurecia
Extension for an additional duration of 99 years from the present AGM
i.e. until May 28, 2117
Extension of the duration of Faurecia
(Resolution 15)
51 Annual General Shareholders’ Meeting - May 29, 2018
Global annual attendance fees increased to €700,000 from year 2018
Current global annual fees (€600,000) unchanged since 2015
Increase of the number of Board members eligible to receive attendance fees
Revision of the payment scale
Attendance fees
(Resolution 6)
52 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay of the Chairman of the Board of Directors
Say on Pay
Chairman of the Board of Directors
Yann Delabrière (until May 30, 2017)
Michel de Rosen (from May 30, 2017)
53 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay ex ante of the Chairman of the Board of Directors
(Resolution 7)
Vote on the principles and criteria used to determine the compensation
of the Chairman of the Board of Directors
The compensation of the Chairman of the Board of Directors consists only
in annual fixed compensation. A company car is also provided
No other compensation (variable, attendance fees, exceptional compensation)
is anticipated
Use of a benchmark to determine the fixed compensation (French listed companies
with dissociated governance structure)
Taking into account of the profile and of the duties of the Chairman
54 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay ex post - Yann Delabrière, Chairman of the Board of Directors
(Resolution 9)
Vote on the components of the compensation of Yann Delabrière in 2017
as Chairman of the Board of Directors (until May 30, 2017)
Nature of the compensation Amount owed Amount paid in 2017/Valuation
Fixed compensation € 300,000 on an annual basis €125,000
Valuation of in kind benefits (company car)
-
€3,071
Total - €128,071
55 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay ex post - Michel de Rosen, Chairman of the Board of Directors
(Resolution 10)
Vote on the components of the compensation of Michel de Rosen in 2017
as Chairman of the Board of Directors (from May 30, 2017)
Nature of the compensation Amount owed Amount paid in 2017/Valuation
Fixed compensation €300,000 on an annual basis €175,000
Valuation of in kind benefits (company car)
- €2,076
Total - €177,076
56 Annual General Shareholders’ Meeting - May 29, 2018
Performance shares
(Resolution 14)
Authorization to issue performance shares
Within the limit of 2 million shares for the whole duration of the authorization (26 months)
Shares to be granted to executive and non-executive corporate officers being limited
to 10%
Minimal vesting period of 3 years, the Board of Directors being free to fix a holding period
Presence condition and performance conditions
57 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay of the CEO
Say on Pay
CEO
Patrick KOLLER
58 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay ex ante of the CEO
(Resolution 8)
Vote on the principles and criteria used to determine the compensation of the CEO
The compensation of the CEO consists of the following components:
Compensation Determination method
Fixed compensation Determined by using a benchmark (twenty similar industrial companies listed in Paris, with comparable revenues, capitalization and headcount)
Short-term variable compensation(annual)
It may vary from 0 to 180% of the fixed compensation depending on the
achievement of : – Quantitative objectives giving right to a variable compensation ranging
from 0 to150% of the annual fixed compensation; – Qualitative objectives which, depending on the level of achievement,
allow a multiplier effect of the quantitative objectives ranging from 0.70 to 1.20
59 Annual General Shareholders’ Meeting - May 29, 2018
Vote on the principles and criteria used to determine the compensation of the CEO
The compensation of the CEO consists of the following components:
Say on Pay ex ante of the CEO
(Resolution 8)
Compensation Determination method
Long-term variable compensation
(performance shares)
Has a weighting within the overall compensation which is equal to the short term variable compensation at maximum Subject to a presence condition and to performance conditions: - Internal condition: after-tax net income of the Group, before taking into account potential
exceptional events ; - External condition: growth in net earnings per Faurecia share as compared with weighted
growth of a reference group of twelve worldwide comparable automotive suppliers
Other
- No exceptional compensation is anticipated - Company car
- Medical / Life / Disability insurance
60 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay ex ante of the CEO
(Resolution 8)
Pension and severance payment
Determination method
Defined contribution
pension scheme Similar for Group management staff
Additional defined benefit pension scheme made
of two parts
- A scheme open to Group management staff and subject to specific performance conditions
for the CEO - An additional scheme set up for Executive Committee members and subject to identical
performance conditions for all beneficiaries
Severance payment
Justified by the fact that the Board of Directors decided that the CEO can not be an employee
and as a consequence can not enjoy the protective regime attached to such status Subject to performance conditions Is not due in case of gross misconduct, resignation or retirement
Vote on the principles and criteria used to determine the compensation of the CEO
The compensation of the CEO consists of the following components:
61 Annual General Shareholders’ Meeting - May 29, 2018
Say on Pay ex post – Patrick Koller, CEO
(Resolution 11)
Vote on the components of the compensation of Patrick Koller in 2017 as CEO
Nature of the compensation Determination modalities/ Percentage of achievement Amount paid in 2017/Valuation
Fixed compensation € 750,000 on an annual basis €750,000
Variable compensation Base: 100% of the fixed compensation paid
Quantitative objectives achieved up to150 % Qualitative objectives : multiplier effect of 1.15
€1,293,750
Valuation of performance shares allocated during the year
39,400 shares allocated (maximum). Will be definitively vested in July 2021 subject to a presence condition
and to the achievement of internal and external performance conditions as at December 31, 2019
€1,369,437
Valuation of in kind benefits (company car)
-
€ 3,068
Total €3,426,255
Statutory Auditors
Reports
Eric Bertier, PWC Audit
Jean-Roch Varon, E&Y Audit
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