Report
Expert Corporate Governance Service (ECGS)
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Faurecia - AGM 26 June 2020

ITEM 6: The Company proposes to renew the mandate of Michel de Rosen, Chairman
of the Board. While he has no conflict of interest and ECGS appreciates the separation
of functions put in place by the company, he is Chairman of 3 listed companies, which is
obviously excessive. We therefore do not support its renewal (resolution 6).
 
ITEM 13: The main weakness of Patrick Koller's compensation is the possibility of
vesting performance shares in the event of underperformance. In addition, the structure
of his 2019 compensation is unsatisfactory and the amounts are generous for a
company of Faurecia's size (but in line with the sector). In view of these factors, we do
not support the compensation awarded to Mr Koller this year. We therefore recommend
opposition to resolution 13.
 
ITEM 16: Regarding his 2020 compensation policy, if the CEO has waived the increases
in fixed and long-term compensation that were initially planned, which is positive in
view of the context, the implementation of a new supplementary pension plan giving
rise to the allocation of excessive amounts is not acceptable. Since the PACTE Law,
only the approval of the compensation policy (i.e., of resolution 16) constitutes validation
and effective implementation of this post-employment benefit. As this post-
employment benefit does not comply with any point of our voting policy and is not
acceptable, we recommend opposition to resolution 16.

Underlying
Faurecia SA

Faurecia is an automobile equipment supplier based in France. Co.'s activities can be divided into four business units: Automotive Seating (design of vehicle seats, manufacture of seating frames and adjustment mechanisms, and assembly of complete seating units); Emissions Control Technologies (design and manufacture of exhaust systems); Interior Systems (design and manufacture of instrument panels, door panels and modules, and acoustic components); and Automotive Exteriors (design and manufacture of front ends and safety modules). Some of Co.'s customers are PSA Peugeot Citroen, VW Group, Renault-Nissan, Ford Group, BMW and GM Group.

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Proxinvest

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Expert Corporate Governance Service (ECGS)

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