APC 2003 Annual Report Download - page 132

■Chris C. Richardson, former Executive Vice-
President of Schneider Electric’s North American
Division, to replace James Hardymon, who does not
wish to be re-elected when his term expires at the
Annual Shareholders’ meeting of May 6, 2004.
Mr. Richardson, 59, is a US national. He graduated
from Iowa State University after serving in the US Air
Force from 1964 to 1968 and joined Square D in
1971. Mr. Richardson spent his entire career with the
company, which was acquired by Schneider Electric
in 1991. He served as Executive Vice-President of
Schneider Electric’s North American Division from
1998 to January 2004.
Based on the recommendation of the Remunerations
and Appointments Committee, the Board of Directors
recommends that shareholders re-elect Alain Burq
as Director representing employee shareholders. Mr.
Burq is a member of the Supervisory Board of the
“Schneider Actionnariat” corporate mutual fund.
Based on the recommendation of the Remunerations
and Appointments Committee, the Board of Directors
recommends that shareholders re-elect Daniel
Bouton, Thierry Breton, Willy Kissling and Piero
Sierra, whose terms as Directors expire at the end of
the Annual Shareholders’ meeting of May 6, 2004.
Daniel Bouton, Thierry Breton, Willy Kissling and
Piero Sierra are Independent Directors, as defined in
the Bouton report on corporate governance. Their
biographical details are provided in the corporate
governance report (see pages 29/31).
Statutory Auditors
– twelfth through fifteenth resolutions –
The Company’s Statutory Auditors are Barbier
Frinault et Autres (Ernst & Young) and
PricewaterhouseCoopers Audit. Their terms, as well
as those of the substitute auditors, expire at the end
of the Annual Shareholders’ meeting of May 6, 2004.
During the year, the Audit Committee conducted a
number of reviews and issued a limited request for
proposals among four audit firms so as to be able to
advise the Board of Directors on this matter.
Based on the recommendation of the Audit
Committee, the Board of Directors recommends that
shareholders re-appoint Barbier Frinault et Autres
(Ernst & Young) and appoint Mazars & Guérard to
replace PricewaterhouseCoopers Audit as Statutory
Auditors. The Board of Directors also recommends
that shareholders appoint Philippe Diu and Charles
Vincensini as substitute auditors.
These recommendations reflect the Board’s strategy
of rotating the Company’s Statutory Auditors.
Share buybacks
– sixteenth resolution –
You are asked to renew the authorization granted to
the Company by shareholders at the Annual Meeting
of May 16, 2003 to buy back its shares by any appro-
priate method, including through the use of deriva-
tives, in accordance with the provisions of article
L.225-209 of the Commercial Code.
The shares could be bought back to stabilize the
Schneider Electric share price, or to be used in con-
nection with stock option plans, or to reduce dilution,
or to optimize the management of the Company's
shareholders' equity.
The shares could also be resold by any appropriate
method in accordance with the law, for example in
addition to or in lieu of a share issue to finance an
acquisition.
Some of the shares acquired could be cancelled
pending approval of the twentieth resolution present-
ed to shareholders at the Extraordinary General
Meeting of May 6, 2004.
Acting on the authorizations granted in 2003, the
Company bought back 693,173 shares.
You are asked to authorize the Company to purchase
shares representing at most 10% of the issued capi-
tal as of December 31, 2003, or 23,184,217 shares.
The maximum purchase price would be €80 and the
minimum selling price would be €40.
The Company will prepare and publish an informa-
tion memorandum approved by Autorité des
Marchés Financiers, which will be made available to
shareholders.
Combined Annual and Extraordinary Shareholders’ Meeting of May 6, 2004
130