APC 2009 Annual Report Download - page 78

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC76
CORPORATE GOVERNANCE
3SUPERVISORY BOARD
This report includes the Chairman’s report on the conditions applicable for the preparation and organisation of the
work carried out by the Supervisory Board, the membership of the Supervisory Board, and the internal control and risk
management procedures implemented within the Company.
The paragraph below (“A Management Board/Supervisory Board system), paragraphs 1, 2, 3, 4, 8 (Management
Board and Executive Committee compensation policy), 10 and 11, as well as paragraphs 2 and 7 of Chapter
7, indicated by **, constitute the Chairman’ s report prepared in accordance with articleL.225 - 68 of the French
Commercial Code.
A Management Board/Supervisory Board system **
The Company applies AFEP-MEDEF corporate governance guidelines, with a few exceptions described in
paragraph 11 , below.
The guidelines are available online at www.medef.fr.
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.
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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 fi rst Supervisory Board
were elected for an initial term of two years. As a result, half of
the members stood for re-election or were replaced at the Annual
Meeting called in 2008 to approve the fi nancial statements for fi scal
2007. The other half will stand for re-election or be replaced at the
Annual Meeting called in 2010 to approve the fi nancial statements
for fi scal 2009.
The age limit for holding offi ce as a member of the Supervisory Board
is 74 and no more than one third of the members may be aged
over 70.
The Supervisory Board has eleven members and one non-voting
member.
Nine qualify as independent members according to the defi nition
contained in the AFEP-MEDEF corporate governance guidelines
(Serge Weinberg, Léo Apotheker, Gérard de La Martinière, Noël
Forgeard, Jérôme Gallot, Willy R. Kissling, Cathy Kopp, James Ross
and G. Richard Thoman). Each year, the Supervisory Board reviews
its members’ status, based on a report from the Remunerations
and Appointments & Corporate Governance Committee.
Members’directorships and functions in other companies that have
business relations with Schneider Electric (primarily AXA and SAP),
do not, by their nature, affect the said members’independence in
light of the types of transactions involved. These transactions are
carried out on arms-length terms and are not material for either party.
Four members are foreign nationals (G. Richard Thoman, from the
United States; James Ross, from the United Kingdom; Willy R.
Kissling, from Switzerland and Léo Apotheker, from Germany).
One member (Claude Briquet), elected by shareholders from a
pool of nominees recommended by the Supervisory Boards of
the corporate mutual funds, represents employee shareholders in
accordance with articleL.225-71 of the French Commercial Code.
The average age of Supervisory Board members is 61.
Supervisory Board
(as of December 31, 2009)
Chairman of the Supervisory Board
Henri Lachmann
Age: 71
Business address:
Schneider Electric
35, rue Joseph-Monier – 92500 Rueil-Malmaison, France
27,128 Schneider Electric SA shares (1)
First elected: 1996/Term ends: 2010
Note: Boldface type indicates companies whose shares trade on a regulated market.
(1) Held directly or through a corporate mutual fund.