Michelin adapts corporate governance in preparation for Rollier's retirement

ERJ staff report (DS)

Paris -- Group Michelin is preparing for the retirement of its Managing General Partner, Michel Rollier and restructuring its corporate governance to spread responsibilities among more people.

Michelin has proposed that Jean-Dominique Senard be elected as Managing General Partner at an extraordinary general meeting on 13 May. Michel Rollier has said he does not wish to complete his term of office, which nominally ends when he turns 72 years old. He is currently aged 67.

Rollier will remain a Managing General Partner according to his current terms of election. He will decide when to leave once the hand-over has been completed.

The succession process also involves a proposal to adjust the Group's corporate governance procedures, as specified in several resolutions to be submitted to shareholder approval at the Extraordinary Meeting.

• The terms of office of future Managing Partners, both General and Non-General, would be limited to four years, renewable. As a result, after Mr. Rollier leaves, all future Managing Partners, whether General or not, would be elected to limited terms.
• The role of the Supervisory Board would be expanded. To strengthen the Supervisory Board's oversight role, the bylaws would be modified to formally recognize its responsibility for gauging the quality of the partnership's management. Instead of simply being consulted, as is the case today, the Board would have to approve the proposed re-election or removal of future Managing Partners, as well as their salary.

Jean-Dominique Senard, 58, has been a Non-General Managing Partner of the Michelin Group since May 11, 2007. Before joining the Group in 2005 as Chief Financial Officer and Member of the Executive Committee, he exercised financial and operational responsibilities at Total, Saint-Gobain and Pechiney (where he served as Chairman of Pechiney SA, member of the Executive Committee of the Alcan Group).

Managing Partners, who according to the bylaws must be individuals and not legal entities, are elected by shareholders. They can be either General Partners, who have unlimited personal liability for Michelin's debts, or Non-General Partners. Should the resolutions be adopted, the partnership would be comprised of Michel Rollier and Jean-Dominique Senard, both Managing General Partners, and Didier Miraton, Non-General Managing Partner.

The Supervisory Board currently has eight members elected by shareholders for four-year terms: Eric Bourdais de Charbonnière (Chairman), Pat Cox, Barbara Dalibard, Louis Gallois, François Grapotte, Pierre Michelin, Laurence Parisot and Benoît Potier. All of them qualify as independent.

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Press release from Michelin