APC 2004 Annual Report Download - page 139

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137
Annual and Extraordinary Shareholders' Meeting of May 12, 2005
2
Auditors' Special Reports
Auditors' special report on
agreements involving directors
Free translation of the original report in French
Year ended December 31, 2004
To the shareholders,
In our capacity as Statutory Auditors of Schneider
Electric SA, we present below our report on agree-
ments involving directors that have been disclosed
to us.
Our responsibility does not include identifying any
undisclosed agreements. We are required to report to
shareholders, based on the information provided,
about the main terms and conditions of agreements
that have been disclosed to us, without commenting
on their relevance or substance. Under the provisions
of article 92 of the March 23, 1967 decree, it is the
responsibility of shareholders to determine whether
the agreements are appropriate and should be
approved.
We carried out our work in accordance with French
professional standards. Those standards require that
we perform procedures to verify that the information
given to us agrees with the underlying documents.
Agreements signed during the year
We were not informed of any agreements that would
be governed by article L.225-38 of the Commercial
Code.
Agreements entered into in prior years
In application of the decree of March 23, 1967, we
were advised of the following agreement entered into
in prior years, which remained in force during the year.
With the authorization of the Board of Directors given
on June 27, 1995, a management agreement was
signed between your Company and Spie Batignolles
(renamed Amec Spie SA) covering the administrative
and legal management of contract disputes that
remained at the level of Schneider Electric SA at the
time of the merger.
In 2004, Schneider Electric paid Amec Spie SA
100,000 (excluding VAT) pursuant to this agree-
ment.
Paris and Neuilly-sur-Seine, February 17, 2005
The Statutory Auditors
Barbier Frinault et Autres Mazars & Guérard
Christian Chochon Pierre Sardet
Pierre Jouanne Jean-Louis Simon