APC 1999 Annual Report Download - page 7

Corporate Governance 5
Board of Directors’ organizational
and operating procedures
In 1999, the Board of Directors met six times,
with an attendance rate of 89%. Eight of the
seventeen Board members are independent non-
executive directors, as defined in the 1995 Viénot
report on corporate governance, and five of the
eight are nationals of countries other than France.
As recommended in the Viénot report, the Board
of Directors of Schneider Electric SA regularly
reviews the way that it is organized and operates.
Committees of the Board of Directors
T he Board of Directors includes two dedicated
committees: the Audit Committee and the
Remunerations and Appointments Committee.
The Audit Committee, chaired by David de
Pury, reviews the interim and annual financial
statements before presentation to the Board,
examines the scope of the work performed
by the statutory auditors and by internal auditors,
and reviews all issues that affect the reliability
and accuracy of the Company’s accounts.
In 1999, the Audit Committee met three times,
with an attendance rate of 87%.
The Remunerations and Appointments
Committee, chaired by Claude Bébéar, is pro-
vided with information concerning Schneider
Electric’s compensation policies, especially executive
compensation.The Committee reviews stock
option plans and employee stock ownership plans
decided by the Board and makes recommendations
to the Board concerning the remuneration of
corporate officers and the appointment of Directors
and members of the Committees of the Board.
T he Remunerations and Appointments
Committee met twice in 1999, with an attendance
rate of 90%.
Changes in Board membership
in 2000
At the Annual Meeting, shareholders will be
asked to elect a number of new Directors.
Jean Gandois and Robert Jeanteur have informed
the Board that they do not intend to seek re-elec-
tion and Henri Hottinguer and Amaury-Daniel
de Seze have resigned from the Board.
T he Board of Directors would like to thank these
four members for their support over the years,
particularly during the key stages of the
Company’s growth and strategic development.
At the Annual Shareholders’ Meeting,
the Board of Directors will propose the election
of T hierry Breton, Chairman and Chief Executive
Officer of Thomson multimedia, as director and
Alain Burq, Chairman of the Supervisory Board
of the Corporate Mutual Fund invested
in Schneider Electric SA shares, as director
representing employees, together with
the re-election of Michel François-Poncet
and Gérard de La Martinière.
If shareholders approve this proposal, the Board
of Directors will have fifteen members, including
seven independent non-executive Directors.