APC 2007 Annual Report Download - page 38

36
Other directorships and functions
in French or foreign companies
Currently: Chairman of the Supervisory Board of
Schneider Electric SA; Member of the Supervisory
Boards of Vivendi, AXA and Norbert Dentressangle;
Director of various AXA subsidiaries; Non-voting director
of Fimalac and Tajan; Chairman of the Board of Directors
of Centre Chirurgical Marie Lannelongue; Chairman of
Fondation pour le Droit Continental; Member of Conseil
des Prélèvements Obligatoires; Member of the Steering
Committee of Institut de l’Entreprise; Director of Associa-
tion Nationale des Sociétés par Actions, Chairman of Fon-
dation Telémaque, Vice-Chairman and Treasurer of Institut
Montaigne.
Previous directorships and functions held in the past
five years: Chairman and Chief Executive Officer of
Schneider Electric SA; Chairman of Schneider Electric
Industries S.A.S.; Director of a number of Schneider
Electric Group subsidiaries, Vivendi Universal, Etablisse-
ments de Dietrich & Cie, Finaxa, Fimalac Investisse-
ments; Member of the International Committee of Daimler
Benz.
Expertise and experience
A graduate of Hautes Etudes Commerciales (HEC), Henri
Lachmann began his career in 1963 with Arthur Andersen.
In 1970, he joined Compagnie Industrielle et Financière de
Pompey. In 1971, he became Chief Executive Officer of Fi-
nancière Strafor (later Strafor Facom), where from 1981 to
1997 he served as Chairman and Chief Executive Officer.
He was elected to the Schneider Electric SA Board of Di-
rectors in 1996 and was appointed Chairman on February
25, 1999. On May 3, 2006, he became Chairman of the
Supervisory Board of Schneider Electric SA.
Vice Chairman of
the Supervisory Board
Serge Weinberg*
Other directorships and functions
in French or foreign companies
Currently: Vice Chairman of the Supervisory Board of
Schneider Electric SA; Chairman of the Board of Direc-
tors of Accor; Chairman and Chief Executive Officer of
Weinberg Capital Partners; Vice Chairman and Director of
Financières SASA; Member of the Supervisory Board of
Gucci Group; Director of FNAC, RASEC (since February
2006), Team Partners Group (since November 20, 2006),
Alliance Industrie (since October 5, 2006), Financière Poin-
setia (since September 11, 2006), VL Holding and SASA
Age: 57
Business address:
Weinberg Capital Partners, 40 rue de la Boëtie –
75008 Paris, France
500 Schneider Electric SA shares
First elected: 2005 / Term ends: 2010
This report includes the Chairman's report
on the operations of the Supervisory Board and
internal control.
A Management Board/
Supervisory Board system
The Company applies AFEP-MEDEF Corporate Gover-
nance guidelines.
At the Annual Shareholders’ Meeting of May 3, 2006,
shareholders approved a recommendation to adopt a two-
tier management structure, with a Management Board and
a Supervisory Board.
1. Supervisory Board
The Supervisory Board may have between three and
eighteen members, all of whom must be natural persons.
Throughout their term, Supervisory Board members must
hold at least 250 Schneider Electric SA shares.
Supervisory Board members are elected for a four-year
term and are eligible for re-election. However, in line with
the AFEP-MEDEF recommendation that Supervisory
Board members should retire by rotation, one half of the
members of the first Supervisory Board were elected for
an initial term of two years. As a result, half of the members
will stand for re-election or be replaced at the Annual Meet-
ing called in 2008 to approve the financial statements for
fiscal 2007.
The age limit for holding office as a member of the Super-
visory Board is 74 and no more than one third of the mem-
bers may be aged over 70.
The Supervisory Board has twelve members and two non-
voting members. Ten qualify as independent directors ac-
cording to the definition contained in the AFEP-MEDEF
report on corporate governance. Four members and one
non-voting member are foreign nationals (from the United
States, the United Kingdom, Italy, Switzerland and Ger-
many). One member represents employee shareholders.
The average age of Supervisory Board members is 62.
Supervisory Boards
(as of December 31, 2007)
Chairman of the Supervisory Board
Henri Lachmann
Age: 69
Business address:
Schneider Electric, 43-45 bd Franklin Roosevelt –
92500 Rueil Malmaison, France
15,159 Schneider Electric SA shares (1)
First elected: 1996 / Term ends: 2010
Note: boldface type indicates companies whose shares trade on
a regulated market .
* Independent Supervisory Board member, as defined in the
Bouton report on corporate governance.
(1) Held directly or through a corporate mutual fund.