APC 2003 Annual Report Download - page 33

After graduating from Ecole Polytechnique and
l'Institut d'Etudes Politiques de Paris, Mr. Barbier de
La Serre joined Banque de l'Union Européenne in
1963, later becoming Deputy Director. In 1973, he
moved to Crédit Commercial de France (CCF),
where he was appointed Managing Director in 1987
and Vice Chairman and Chief Executive Officer in
1993. He left CCF in 1999.
From 1988 to 1998, Mr. Barbier de La Serre was a
member of Conseil des Marchés Financiers (former-
ly Conseil des Bourses de Valeurs), serving as
Chairman from 1994 to 1998. In this capacity, he was
a member of the Collège de la Commission des
Opérations de Bourse.
Mr. Barbier de La Serre owns 1,000 Schneider Electric
SA shares.
James Ross *
First elected: 1997
Term ends: 2007
65 years old, Vice Chairman of National Grid
Transco.
Other directorships and functions: Director of
McGraw-Hill Inc. and Datacard Inc.; Chairman of
Leadership Foundation in Higher Education.
James Ross, a British subject, is a graduate of
Oxford University. In 1959 he joined BP, where he
held several positions before becoming a Managing
Director in 1991. He served as Managing Director of
Cable & Wireless plc from 1992 to 1995.
Mr. Ross owns 300 Schneider Electric SA shares.
Piero Sierra *(1)
First elected: 1997
Term ends: 2004
69 years old, Special Advisor for the administration
of Pirelli SpA’s international companies.
Piero Sierra, an Italian citizen with a degree in
humanities from the University of Lyon, joined Milan-
based Pirelli SpA in 1962. He held management
positions in Italy and abroad before becoming
Director and Chief Executive Officer of Pirelli SpA
from 1991 to 1995.
Mr. Sierra owns 500 Schneider Electric SA shares.
* Independent Director, as defined
in the Bouton report on corporate governance
(1) Up for re-election
at the May 2004 Annual Shareholders’ Meeting
2. Organizational and
operating procedures of
the Board of Directors
The Board of Directors defines the Company’s busi-
ness strategy and ensures that it is properly imple-
mented. Its members are nominated by the Board
and elected by shareholders in Annual Meeting.
Based on a review by the Remunerations and
Appointments Committee, the Board considered in
February 2003 that eight of its thirteen members were
independent directors, as defined in the Bouton report
on corporate governance. Foreign representation is
also significant as the Board includes five non-French
Directors. Employee shareholders are represented by
a Director who sits on the Supervisory Board of the
"Schneider Actionnariat" corporate mutual fund. The
average age of the Board members is 61.
In March 2003, the Board approved a set of operating
rules and procedures that include and expand on pre-
viously adopted resolutions concerning the organiza-
tion and operations of the Board and its committees.
This document, which includes the operating rules
and procedures of the Board committees and the
Directors’ charter recommended under AFEP-
MEDEF corporate governance guidelines, compris-
es 8 articles:
Article 1 defines the Board’s role and powers. To
enable the Board to fulfill its duties, the Chairman
must submit to its prior authorization all proposals to
acquire or sell assets exceeding € 100 million as well
as all transactions involving a commitment by the
Company above this amount. In addition, the Board
must carry out an annual review of its membership,
organization and operating procedures.
Article 2 defines the principles the Board shall apply
concerning the renewal of its membership. These
include assuring international representation by
maintaining a significant number of non-French
Directors, maintaining independence through a
majority of independent Directors as defined in the
Bouton report, ensuring continuity through the annu-
al renewal of one quarter of the Directors and
enabling representation of employee shareholders
by a Director who is a member of the Supervisory
Board of a mutual fund invested in Company stock.
Article 3 defines procedures for organizing Board
meetings. In addition to the legal provisions for call-
ing Board meetings, participation of Directors, min-
utes, etc., this article reflects Schneider Electric
practices in calling for a minimum of six meetings a
year and the attendance of the Executive Vice-
President, Finance and any line executives con-
cerned by the major issues put before the Board.
31