APC 2005 Annual Report Download - page 37

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Cathy Kopp
Age: 58
Professional address: Accor
33 Avenue du Maine – 75015 Paris, France
250 Schneider Electric SA shares
First elected: 2005 / Term ends: 2009
Other directorships and
functions in French or foreign companies
Currently: Non-voting Director of Schneider Electric
SA, Human Resources General Manager, Accor.
Previous directorships and functions held in the
past five years: Vice-President, Corporate Human
Resources and member of the Executive Committee
of LVMH.
Expertise and experience
After earning a degree in mathematics, Cathy Kopp
joined IBM France in 1973. In 1992, she became
Human Resources Director at IBM France. In 1996,
she was appointed Vice-President Human Resources
at IBM Corp.’s Storage Systems Division. In 2000, Ms.
Kopp became Chairman and CEO of IBM France. She
joined Accor in 2002 as Human Resources General
Manager. She is a member of the French anti-discrim-
ination authority (Halde).
Organizational and
operating procedures
of the Board of Directors**
The Board of Directors defines the Company's busi-
ness strategy and oversees its implementation. Its
members are elected by shareholders in Annual Meet-
ing upon proposal of the Board for four-year, renew-
able terms. According to the Company bylaws, Direc-
tors may not hold office beyond their 74th birthday.
Based on a review by the Remunerations and
Appointments Committee, the Board considered that
nine of the thirteen Directors sitting on the Board
since May 12, 2005 were independent Directors, as
defined in the Bouton report on corporate gover-
nance. Foreign representation is also significant as
the Board includes four 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 59.
The Board approved a set of operating rules and pro-
cedures in March 2003. The document, which include
the operating rules and procedures of the Board com-
mittees (the Remunerations and Appointments Com-
mittee and the Audit Committee) as well as the Direc-
tors' charter recommended under AFEP- MEDEF cor-
porate governance guidelines, comprises 8 Articles:
Article 1 defines the Board's role and powers. The
Board of Directors defines the Company's business
strategy and oversees its implementation. To enable
the Board to fulfill its duties, the Chairman must inform
the Board of any material event arising in the normal
course of business. He or she must also submit to the
Board's authorization any proposal to acquire or sell
assets exceeding 100 million as well as all transac-
tions 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 main-
taining a significant number of non-French Directors,
maintaining independence through a majority of inde-
pendent Directors as defined in the Bouton report,
ensuring continuity through the re-election of one
quarter of the Directors each year and enabling repre-
sentation 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 calling
Board meetings, participation of Directors, minutes,
etc., this article calls for a minimum of six meetings a
year and the attendance of the Executive Vice-Presi-
dent, Finance and any line executives concerned by
the major issues put before the Board.
Corporate Governance
*Independent director, as defined in the Bouton report
on corporate governance.