APC 2004 Annual Report Download - page 32

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30
The Board called the Annual Shareholders' Meeting
and approved the reports and resolutions to be pre-
sented at the Meeting, including the Chairman's
report on the Board's activities and on internal control.
It examined and approved the replies to written ques-
tions submitted by shareholders under the procedure
provided for in article L.225-108 of the Commercial
Code or otherwise. All the Directors were present at
the Annual Shareholders' Meeting which adopted all
the resolutions tabled.
The Board tracked the share buyback program and
decided on December 9, 2004 to cancel 7 million
shares. It also decided on the allocation of Schneider
Electric shares held by the Company, in accordance
with the "Market Abuse" directive.
The Board of Directors also carried out the proce-
dures required by law. These include reviewing bud-
gets and business plans, placing on record capital
increases and drawing up a report to shareholders on
any employee share issues under the Employee
Stock Purchase Plan.
Directors and corporate officers hold 4.45% of the
Company's capital and 5.86% 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 recommenda-
tions from the Remunerations and Appointments
Committee. After checking with the Chairman of the
Board, the Committees may commission research
from outside consultants, and they may also invite
any persons of their choice to attend their meetings,
as required.
Audit Committee
Members
Since February 2003, the Audit Committee has been
made up of Gérard de La Martinière, Chairman, René
Barbier de La Serre, James Ross and Piero Sierra.
All of the members are independent Directors, going
beyond the requirements of the AFEP-MEDEF corpo-
rate governance guidelines.
Responsibilities
The Audit Committee is responsible for preparing the
decisions of the Board of Directors, making recom-
mendations to the Board and issuing opinions on
financial, accounting and risk management issues. In
line with these terms of reference, it:
Prepares the Board's review of the annual and inter-
im financial statements. In this respect, particularly:
- Ensures that accounting methods used to prepare
the consolidated and parent company financial state-
ments are appropriate and applied consistently, that
all significant transactions are properly reflected in the
consolidated financial statements and that the rules
governing the scope of consolidation are correctly
applied.
- Analyzes risks, off-balance sheet commitments and
the cash position.
Reviews draft versions of the annual and interim
reports.
Makes recommendations, based on a review of ser-
vice proposals, concerning the appointment or re-
appointment of the Auditors.
Examines the scope of audit engagements and the
results of audits. It verifies the Auditors' indepen-
dence, in particular by reviewing fees paid by the
Group to their firm and network.
**Paragraphs 2 through 5 make up the Chairman's report
prepared in accordance with article L225-37 of the French
Commercial Code.