APC 2006 Annual Report Download - page 189

(ii) The General Meeting shall vote on the list of candi-
dates presented by employee shareholders, selected
as follows:
a) When the voting rights attached to shares held by
the employees and former employees referred to in
article L.225-102 of the French Commercial Code are
exercised by the supervisory boards of mutual funds
invested in the Company’s shares, each of these
supervisory boards shall designate one or two candi-
dates, selected at their discretion, The Company’s
Management Board may, however, decide to require
two or more supervisory boards to consult together
and to jointly designate one or two candidates.
b) When the voting rights attached to shares held
directly by employees or indirectly by employees or for-
mer employees through mutual funds invested in the
Company’s shares, are exercised directly by said
employees or former employees, the candidates shall
be designated through a written consultation process
initiated by the Chairman of the Management Board.
Only candidates endorsed by a group of employee
shareholders together representing at least 5% of the
shares held by employees who exercise their voting
rights directly shall be eligible for election.
c) Candidates for election as the representative of
employee shareholders on the Supervisory Board
must be employed under a contract that qualifies them
to sit on the Supervisory Board for a four-year term
and must hold at least 25 Schneider Electric SA
shares or an equivalent number of units in a mutual
fund invested in the Company’s shares.
d) The conditions and procedures for the designation
of candidates not specified by the applicable laws and
regulations and these bylaws shall be determined by
the Management Board, particularly as regards the
timeline for the selection of candidates.
e) The list of duly designated candidates shall be
drawn up by the Chairman of the Management Board
and appended to the notice of meeting for the Gener-
al Meeting during which the Supervisory Board mem-
ber representing employee shareholders is to be elect-
ed.
(iii) The candidate who receives the greatest number
of votes cast by the shareholders present and repre-
sented at the General Meeting shall be elected to the
Supervisory Board.
If the seat on the Supervisory Board reserved for a
representative of employee shareholders falls vacant,
a new representative shall be appointed on the same
basis prior to the next General Meeting, or at the next
General Meeting if it is held within three months of the
seat falling vacant. The Supervisory Board may meet
and validly conduct business pending the appointment
or election of a new member representing employee
shareholders.»
The General Meeting notes that a representative of
employee shareholders will be elected to the Supervi-
sory Board for the first time in accordance with this
amendment to the bylaws at the Annual General Meet-
ing to be held to approve the 2007 financial state-
ments, if applicable.
Eighth resolution
(Amendment to the bylaws to permit the
employees of the French companies in the Group
to be represented on the Supervisory Board)
The General Meeting, acting with the quorum and
majority required for extraordinary General Meetings,
having heard the report of the Management Board,
resolves to amend the Company’s bylaws as follows, in
accordance with article L.225-71 of the French Com-
mercial Code:
Addition of the following provisions to article 11:
« d) One member of the Supervisory Board shall be
elected by the employees of the Company and its
direct or indirect subsidiaries that have their registered
office in France. Said member shall be elected accord-
ing to the process specified in articles L.225-27 to
L.225-34 of the French Commercial Code and these
bylaws, for a four-year term. However, if the member
no longer fulfils the conditions of eligibility set out in
article L.225-28 of the French Commercial Code or his
or her employment contract is terminated in the cir-
cumstances set out in article L.225-32 of the Code, he
or she will be considered as having resigned from the
Supervisory Board ipso jure.
All employees of the Company and its French sub-
sidiaries, as defined above, shall be eligible to stand as
candidates and to take part in the vote. Each ballot
paper shall include the name of the candidate and of a
substitute who can be called upon to replace the elect-
ed member if he or she becomes unable to serve on
the Supervisory Board for any reason.
Candidates other than those presented by a represen-
tative trade union within the meaning of article L.423-2
of the French Labor Code, must submit a document
containing the names and signatures of the one hun-
dred employees endorsing the candidate and his or
her substitute.
The election shall comprise two rounds of voting. The
successful candidate shall be the one who receives an
absolute majority of the votes cast in the first round or
a relative majority in the second round.
Elections shall be held every four years. They shall be
timed so that the second round of voting, if any, takes
place no later than fifteen days prior to the end of the
normal term of the incumbent Supervisory Board
member representing employees.
In all cases where a new election is necessary to
ensure the continued representation of employees on
the Supervisory Board, as provided for in these
bylaws, said election shall be organized without delay.
The new Supervisory Board member shall take up his
or her seat on the Board on the date when the results
of the election are announced. The Supervisory Board
may meet and validly conduct business in the interven-
ing period.
The election schedule and the aspects of the election
process not dealt with in the French Commercial Code
or these bylaws shall be determined by the Chairman
of the Management Board or by any person duly
empowered by the Chairman.»
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