APC 2004 Annual Report Download - page 136

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Membership of the Board of Directors
- fifth through eighth resolutions -
The Board of Directors wishes to pay its respects to
Michel François-Poncet, who passed away on
February 10, 2005. A member of the Board since
1986, Mr. François-Poncet was a major contributor to
Schneider Electric's success, through his common
sense, loyalty and perseverance.
Based on the recommendation of the Remunerations
and Appointments Committee, the Board of Directors
recommends that shareholders elect Serge Weinberg
as Director to replace Hans Friderichs, whose term
expires at this Meeting and cannot be renewed due to
the age limit set out in the bylaws
After graduating from France's Ecole Nationale
d'Administration, Mr. Weinberg held several positions
in the civil service and ministerial offices. He then
served as Chief Operating Officer of French television
channel FR3, Chief Executive Officer and Chairman
of the Management Board of Havas Tourisme, and
Managing Director of Banque Pallas Finance. In
1990, Mr. Weinberg joined what would become
Pinault-Printemps-Redoute (PPR) when he became
Chief Executive of CFAO. Within PPR, he served as
Chairman of Rexel (formerly CDME), a electrical
equipment distributor. In 1995, he was appointed
Chairman of the PPR Management Board, a position
he held until early 2005. Mr. Weinberg is Chairman
and Chief Executive Officer of Weinberg Investments.
As of May 12, 2005, he is also Chairman of the
Supervisory Board of Gucci Group, a member of the
FNAC Board of Directors and Tennessee's permanent
representative on the Bouygues Board of Directors.
Based on the recommendation of the Remunerations
and Appointments Committee, the Board of Directors
also recommends that shareholders elect Jérôme
Gallot as Director to replace Caisse des Dépôts et
Consignations, for which he is currently the perma-
nent representative. He would serve for the rest of
Caisse des Dépôts et Consignations' current term,
which expires at the Annual Shareholders' meeting to
be called in 2008 to approve the 2007 accounts. This
replacement reflects the Board of Directors' policy
that all Directors be individuals rather than legal enti-
ties.
Mr. Weinberg and Mr. Gallot would be Independent
Directors, as defined in the Bouton report on corpo-
rate governance. Mr. Gallot's biographical details are
provided in the chapter on Corporate Governance
(page 27).
Based on the recommendation of the Remunerations
and Appointments Committee, the Board of Directors
also recommends that shareholders re-elect Henri
Lachmann and René Barbier de La Serre, whose
terms as Directors expire at the end of the Annual
Shareholders' meeting.
Mr. Lachmann will be 70 years old in 2008. In accor-
dance with the bylaws, you are therefore be asked to
renew his term for only three years. Shareholders will
decide whether to renew his term for four years at the
Annual Meeting to be called in 2008 to approve the
2007 accounts.
Mr. Barbier de La Serre is an Independent Director, as
defined in the Bouton report on corporate gover-
nance.
Mr. Lachmann's and Mr. Barbier de La Serre's bio-
graphical details are provided in the chapter on
Corporate Governance (pages 25-26).
Attendance fees - ninth resolution -
At the combined Annual and Extraordinary Share-
holders' Meeting of June 11, 2001, the maximum
attendance fees payable to Directors were set at
640,000. Part of the fees are allocated equally
among the Directors and part are awarded based on
attendance and on membership in one or more
Committees of the Board of Directors. You are asked
to increase the maximum attendance fees payable to
Directors to 800,000. The Board of Directors is
seeking this authorization in part to increase the vari-
able portion paid to its five non-French members, to
compensate for their additional costs.
Share buybacks - tenth resolution -
You are asked to renew the authorization granted to
the Company by shareholders at the Annual Meeting
of May 6, 2004 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 reduce the
issued capital, or in connection with stock option
plans, or in connection with a plan to grant shares
without consideration or convertible debt securities, or
to finance an acquisition.
Some of the shares acquired could be cancelled in
accordance with the twentieth resolution approved by
shareholders at the Extraordinary General Meeting of
May 6, 2004.
Acting on authorizations granted by shareholders in
2004, your Company bought back 4,113,967 shares
on February 16, 2005 at an average price of 51.72
per share. On December 9, 2004, the Board of
Directors cancelled 7 million shares.
You are asked to authorize the Company to purchase
shares representing at most 10% of the issued capi-
tal as of December 31, 2004, or 22,619,417 shares.
The maximum purchase price would be 90 and the
minimum selling price would be 50.
The Company will prepare and publish an information
memorandum approved by Autorité des Marchés
Financiers, which will be made available to share-
holders.