APC 2007 Annual Report Download - page 44

42
Between meetings, aside from conversations they may
have with the Chairman of the Management Board, Su-
pervisory Board members receive a monthly Letter to Su-
pervisory Board Members, a weekly press review, all of the
Company's press releases, financial analysts' reports and
other documents.
Members also have the opportunity to meet informally with
key members of Senior Management prior to Board meet-
ings. New members attend training and information ses-
sions dealing with the Company's strategy and businesses.
Schneider Electric has adopted a code of ethics for Su-
pervisory Board members and employees designed to pre-
vent insider trading. Under the terms of this code, both
Supervisory Board members and employees are barred
from trading Schneider Electric shares SA and shares in
companies for which they have information that has not yet
been made public. In addition, they may not trade Schnei-
der Electric SA shares during the 30 days preceding pub-
lication of the annual and interim financial statements, nor
may they engage in any type of speculative trading involv-
ing Schneider Electric SA shares. This includes margin
trading, and purchasing and re-selling shares in a period of
less than four months.
3. Supervisory Board
meetings in 2007**
Six meetings were held in 2007. The meetings lasted an
average of 3 hours and 30 minutes and the average par-
ticipation rate was 87%. They were primarily devoted to the
Company's corporate governance, strategy, reviewing the
financial statements and preparing the Annual Sharehold-
ers' Meeting.
The Supervisory Board discussed the issue of its mem-
bership, based on advice from the Remunerations and Ap-
pointments & Corporate Governance Committee. On April
26, 2007, it decided to co-opt G. Richard Thoman to re-
place Chris Richardson, who had resigned for personal
reasons on April 1, 2007. The Supervisory Board also ap-
pointed Léo Apotheker as a non-voting member in the in-
terim to the next Annual Meeting, at which he will be
recommended for election.
After discussing the Remunerations and Appointments &
Corporate Governance Committee's report, the Board ap-
proved the compensation package for the members of the
Management Board, including the degree to which their
personal targets were met in 2006, the rules governing
their fixed and variable compensation for 2007 and the
number of stock options and stock grants attributed under
the 2008 plan. The principles and rules used by the Su-
pervisory Board in determining compensation and benefits
for corporate officers are presented on page 52.
The Board conducted an in-depth review of the Company’s
strategy in a one-day meeting devoted entirely to this topic.
It also authorized the Management Board to acquire Pelco.
At each meeting, the Board received a status report on ac-
quisition projects. In particular, it closely tracked the inte-
gration of APC.
At its meeting on February 20, 2007, the Board of Directors
closed the 2006 accounts, based on the Audit Committee's
report and after seeking the opinion of the external Audi-
tors who attended the meeting. It also approved the Man-
agement Board’s recommendation to set the dividend to
be submitted for shareholder approval at 3 per share. At
its meeting on July 31, 2007, the Board reviewed the in-
terim financial statements for the six months ended June
30, 2007 based on the Audit Committee's report and after
seeking the opinion of the external Auditors who attended
the meeting.
The Supervisory Board was informed of the Group’s 2007
targets.
It reviewed the agenda and draft resolutions to be tabled in
Annual Meeting and approved the Supervisory Board’s re-
port to the Meeting. It was informed of the Chairman's re-
port on the operations of the Supervisory Board and
internal control and examined and approved the replies to
written questions submitted by shareholders under the pro-
cedure provided for in article L.225-108 of the French
Commercial Code. Eleven of the twelve Directors were
present at the Annual Shareholders' Meeting, which
adopted all the resolutions tabled.
The Supervisory Board was given the Management
Board’s quarterly reports. At each meeting, the Board also
devoted time to monitoring business performance. It re-
viewed the Company's financial information policy and en-
sured consistent compliance with market disclosure
requirements, notably through an analysis of market con-
sensus and the issuance of press releases.
The Supervisory Board reviewed the Company’s financial
strategy. As part of this review, it recommended that the
Management Board reduce the amount of the share issue
with pre-emptive subscription rights planned to finance the
acquisition of APC to 1 billion. The share issue was car-
ried out in March 2007. The Supervisory Board also au-
thorized a 600 million bond issue carried out in October
2007.
The Audit Committee reported to the Board on the work
carried out by the internal auditors. It also monitored major
risks, including those related to IT systems.
The Supervisory Board authorized the Management Board
to set up, for 2008, the annual stock option plan (plan 30)
and stock grant plans (plans 3 and 4) and to carry out an
employee share issue (2008 worldwide ESPP).
The Supervisory Board also carried out the procedures re-
quired by law, which include reviewing budgets and busi-
ness plans.
**Paragraphs 2 through 4, 8 and 9 make up
the Chairman’s report prepared in accordance with article
L.225-68 of the French Commercial Code.