APC 2009 Annual Report Download - page 229

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 227
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
AUDITORS’ SPECIAL REPORTS
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2. Supervisory Board’s comments
on the Management Board’s
report, made in accordance
witharticleL. 225-68
oftheFrenchCommercial Code
The Supervisory Board would like to take this opportunity to
express its satisfaction as concerns its high quality relationship with
the Management Board. The Supervisory Board and Management
Board work together in a spirit of dialogue and benefi t from a very
clear, straightforward approach.
The fi nancial statements for the year ended December31, 2009
and the events described in the management review show that
Schneider Electric has chosen the right strategy in its drive to be
the world leader in energy management. During the year, the Group
demonstrated its responsiveness and fl exibility in the midst of an
unprecedented recession. Operating margin before restructuring
costs narrowed by just 3.1 points while revenue declined 15.7%
like-for-like and free cash fl ow reached a record EUR 1,971million.
The Supervisory Board salutes the hard work and commitment of
the entire corporate community in achieving this performance. The
Supervisory Board would also like to commend the Management
Board for the way in which it is preparing the future, by:
•maintaining the Group’s R&D budget;
•setting up a new organisation ;
•seizing the opportunity to enhance Schneider Electric’s position in
medium voltage by acquiring Areva T&D’s distribution business.
The Supervisory Board is confi dent in the Group’s ability to weather
the continuing fi nancial and economic crisis in mature countries and
to pursue its development in new economies.
In conclusion, the Supervisory Board recommends that shareholders
approve the resolutions tabled and approved by the Management
Board.
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3. Auditors’ special reports
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements issued in French and it is
provided solely for the convenience of English speaking users.
The Statutory Auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.
Auditors’ special report on regulated agreements
To the S hareholders of Schneider Electric SA,
In our capacity as Statutory Auditors of Schneider Electric SA, we
present below our report on regulated agreements.
Agreements signed during the year
In accordance with article L. 225-88 of the French Commercial
Code, agreements that received the prior authorisation of your
Supervisory Board have been disclosed to us.
Our responsibility does not include identifying any undisclosed
agreements. We are required to report to shareholders, based on
the information provided, about the main terms and conditions of
agreements that have been disclosed to us, without commenting on
their relevance or substance. Under the provisions of articleR.225-
58 of the French Commercial Code, it is the responsibility of
shareholders to determine whether the agreements are appropriate
and should be approved.
We carried out our work in accordance with French professional
standards. Those standards require that we perform procedures
to verify that the information given to us agrees with the underlying
documents.
•Benefi t from the top-hat pension plan for Schneider Electric
senior executives granted to Mr Emmanuel Babeau.
The Supervisory Board, in its meetings held on April23, 2009
and December17, 2009, has authorised Mr Emmanuel Babeau
to benefi t from the top-hat pension plan for Schneider Electric
senior executives, as entitles its service contract with Schneider
Electric SA. In the event that Mr Babeau is still in offi ce at the