APC 2002 Annual Report Download - page 30

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3 - Board meetings in 2002
Six meeting were scheduled in 2002 and seven were held.
These meetings were primarily devoted to strategic issues,
including the resolution of the Legrand project, as well as to
reviewing the financial statements and the Company’s
corporate governance. In particular, the Board examined
Schneider Electric’s vision concerning global trends in the use
of electricity, the strategy being proposed to leverage these
growth opportunities and the NEW2004 company program
designed to align corporate actions with this strategy.
In light of the European Commission’s decision blocking
the Schneider-Legrand merger and ordering that the two
companies be quickly separated, Legrand’s future was
discussed at each meeting. Experts were invited to address
these meetings, to assist the Board in making the right
decision in this matter.
Following the Audit Committee’s report, the Board closed the
accounts for 2001 and reviewed the 2002 interim financial
statements. The meeting that closed the 2001 accounts also
set the dividend to be submitted to shareholder approval at
1.30 per share, noting that because it would be charged
against additional paid-in capital, the dividend would not give
rise to a tax credit. However, it would not taxable as income
nor subject to CSG-RDS compulsory social security levies.
In the area of corporate governance, a number of measures
were taken to harmonize Schneider Electric’s bylaws with
France’s new NRE business legislation, the results of which
were presented to the Annual Meeting on May 27. Separately,
and pursuant to the report by the Remunerations and
Appointments Committee, the Board of Directors decided not
to separate the functions of Chairman and Chief Executive
Officer. It also co-opted René Barbier de La Serre
and appointed him to the Audit Committee. It accepted
the resignation of Jean-René Fourtou from the Board
on August 27, in order to comply with provisions concerning
the holding of multiple directorships. It also revised the
membership of the Remunerations and Appointments
Committee by electing Michel François-Poncet
as Chairman and appointing two new members,
James F. Hardymon and René Barbier de La Serre,
both of whom are independent Directors.
The Board examined its membership, organization and operating
procedures in light of the recommendations of the Viénot and
Bouton reports. It decided to conduct an internal review and
comply with the COB recommendation concerning the disclosure
of related-party transactions by corporate officers.
Throughout the year, the Board monitored business
performance and progress in implementing the NEW2004
program. It ensured consistent compliance with market
disclosure requirements, notably through an analysis of market
consensus and the issuance of press releases.
Directors and corporate officers hold 0.007% of the
Company’s capital and 0.009% of the voting rights.
No related-party agreements have been entered into between the
Company and its Directors or officers. No loans or guarantees
have been granted to Directors or officers by the Company.
4 - Committees of the Board of Directors
(members, operating procedures
and meetings)
The Board of Directors has drafted internal rules governing the
operating procedures and missions of the Audit Committee
and the Remunerations and Appointments Committee.
Their members are appointed by the Board, based on
recommendations from the Remunerations and Appointments
Committee.
Audit Committee
a. Members
In 2002, the Audit Committee comprised
MM. Gérard de La Martinière, Chairman,
Barbier de La Serre,
Piero Sierra.
It currently comprises
MM. Gérard de La Martinière, Chairman,
René Barbier de La Serre,
James Ross,
Piero Sierra.
In line with recommendations in the Bouton report, at least
two-thirds of the Committee’s members are independent
directors (three out of four).
b. Responsibilities
The Audit Committee is responsible for preparing the decisions
of the Board of Directors, making recommendations to the
Board and issuing opinions on financial, accounting and risk
management issues.