APC 2007 Annual Report Download - page 47

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Corporate Governance
2
The Management Board currently has two members –
Jean-Pascal Tricoire (Chairman) and Pierre Bouchut – who
were appointed by the Supervisory Board on May 3, 2006
for a three-year term expiring on May 2, 2009.
Chairman of
the Management Board
Jean-Pascal Tricoire
Other directorships and functions
in French or foreign companies
Currently: Chairman of the Management Board of
Schneider Electric SA, Chairman and Chief Executive
Officer of Schneider Electric Industries S.A.S., Director of
Square D (USA).
Previous directorships and functions held in the past five
years: Director of Clipsal Asia Holding Limited, Digital
Electronics Corporation, Schneider Electric (Australia) Pty
Limited, Schneider Electric New Zealand Holding Limited,
PT Schneider Indonesia, Schneider Electric Japan Ltd,
Schneider Electric Japan Holding Ltd, Schneider Electric
Venezuela SA, Schneider Toshiba Inverter S.A.S. and
PDL Holding Ltd.
Expertise and experience
After graduating from ESEO Angers and obtaining an MBA
from EM Lyon, Jean-Pascal Tricoire spent his early career
with Alcatel, Schlumberger and Saint Gobain. He joined
the Schneider Electric Group (Merlin Gerin) in 1986. Be-
tween 1988 and 1999, he held a variety of line positions
with international subsidiaries in Italy (five years), China
(five years) and South Africa (one year). On his return to
France, he joined the headquarters team, serving from
1999 to 2001 as Vice President, Strategic Global Accounts
with specific responsibility for the Schneider 2000+ pro-
gram. From January 2002 to the end of 2003, he was Ex-
ecutive Vice-President of Schneider Electric's International
Division. In October 2003, he was appointed Chief Oper-
ating Officer, before becoming Chairman of the Schneider
Electric Management Board on May 3, 2006.
(1) Held directly or through a corporate mutual fund.
Member of
the Management Board
Pierre Bouchut
Age: 53
Business address:
Schneider Electric, 43-45 bd Franklin Roosevelt –
92500 Rueil Malmaison, France
42,289 Schneider Electric SA shares (1)
First elected: 2006 / Term ends: 2009
Age: 44
Business address:
Schneider Electric, 43-45 bd Franklin Roosevelt –
92500 Rueil Malmaison, France
4,561 Schneider Electric SA shares (1)
First elected: 2006 / Term ends: 2009
Other directorships and functions
in French or foreign companies
 Currently: Member of the Management Board of
Schneider Electric SA ; Chairman of the Board of Direc-
tors of Schneider Electric Services International; Director
of Schneider Electric Industries S.A.S., Schneider Elec-
tric France, Square D and France Transfo and Du Pareil
au Même.
Previous directorships and functions held in the past five
years: Director of Havas, Casino (and various other func-
tions within the Group), Laurus (Netherlands), Smart &
Final (USA), CBD (Brazil) and Big C (Thailand).
Expertise and experience
A graduate of Hautes Etudes Commerciales and holder
of a masters degree in applied economics from Paris
Dauphine University, Pierre Bouchut began his career in
1979 with Citibank Paris, before moving to Bankers Trust
France S.A. in 1987 as Vice President, Finance. In 1988,
he joined McKinsey & Company as a consultant. In 1990,
he accepted the position of Chief Financial Officer of the
Casino Group, subsequently becoming the Group’s Chief
Executive Officer. In May 2005, he joined Schneider
Electric as Executive Vice-President Finance & Control –
Legal Affairs He has been a member of the Management
Board since May 3, 2006.
(1) Held directly or through a corporate mutual fund.
6. Organizational and
operating procedures of
the Management Board
The Management Board has the broadest powers in rela-
tion to third parties to act in all circumstances in the Com-
pany’s name within the limits of the corporate purpose,
except for those powers that are specifically vested in the
Supervisory Board and the Shareholders’ Meeting under
French law, and except for those matters that require the
prior authorization of the Supervisory Board.
Under French law, the Management Board:
Approves the annual and interim financial statements
and related management reports.
Calls Shareholders’ Meetings.
Decides share issues and capital reductions, pursuant to
an authorization given by shareholders in Extraordinary
Meeting.
Grants stock options and makes stock grants, pursuant
to an authorization given by shareholders in Extraordinary
Meeting.
Decides to carry out bond issues.
The Management Board has adopted internal rules and
procedures that organize its activities and its relations with
the Supervisory Board. These internal rules and proce-
dures are invalid against claims from third parties.
The Management Board met 14 times in 2007.