APC 2009 Annual Report Download - page 84

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC82
CORPORATE GOVERNANCE
3SUPERVISORY BOARD MEETINGS IN2009
Information required by
theSupervisory Board
and its m embers
To ensure that Board members are fully prepared, the Company
sends them the meeting agenda ten days before upcoming Board
meetings, along with draft minutes of the previous meeting. Four to
fi ve days beforehand, the members also receive a meeting fi le. The
fi le includes the Management Board’s report, notes or the text of
presentations scheduled on the agenda and, for the meeting held
to approve the annual or interim fi nancial statements, the fi nancial
statements approved by the Management Board. In the case of
the interim fi nancial statements, the deadline is two days before
the meeting date. A supplementary fi le may also be provided at the
meeting.
Supervisory Board meetings are attended by the members of the
Management Board and Executive Committee members may be
invited to make presentations on major issues within their area of
responsibility. The external Auditors attend the Board meetings held
to approve the annual and interim fi nancial statements.
Between meetings, aside from conversations they may have with
the Chairman of the Management Board, Supervisory Board
members receive a monthly l etter to Supervisory Board members,
a weekly press review, all of the Company’s press releases, fi nancial
analysts’reports and other documents.
Members also have the opportunity to meet informally with key
members of Senior Management prior to Board meetings. New
members attend training and information sessions dealing with the
Company’s strategy and businesses.
Schneider Electric has adopted a code of ethics for Supervisory
Board members and employees designed to prevent insider trading.
Under the terms of this code, both Supervisory Board members and
employees are barred from trading Schneider Electric SA shares and
shares in companies for which they have information that has not yet
been made public. In addition, they may not trade Schneider Electric
SA shares during the 30 days preceding publication of the annual
and interim fi nancial statements, nor may they engage in any type
of speculative trading involving Schneider Electric SA shares. This
includes margin trading, and purchasing and re-selling shares in a
period of less than four months.
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3. Supervisory Board meetings
in2009 **
Seven meetings were held in 2009. The meetings lasted an average
of more than 3 hours and the average participation rate was 95%.
They were primarily devoted to discussing the Company’s corporate
governance and strategy, reviewing operations and the fi nancial
statements and preparing the Annual Shareholders’Meeting.
Corporate Governance
Based on advice from the Remunerations and Appointments &
Corporate Governance Committee, the Supervisory Board:
•discussed the issue of its membership and that of its committees.
It decided to appoint Serge Weinberg to the Remunerations and
Appointments & Corporate Governance Committee and Noël
Forgeard to the Audit Committee as from April2009;
•reviewed the Management Board’s operations and assessed the
Management Board members’performance;
•renewed the Management Board’s membership, appointing Jean-
Pascal Tricoire, Chairman, and Emmanuel Babeau for three-year
terms as from May 3, 2009. Mr Babeau replaces Pierre Bouchut,
who left the Group to pursue other career opportunities;
•aligned Jean-Pascal Tricoire’s status with AFEP-MEDEF
guidelines concerning Management Board chairpersons and the
relinquishment of their service contracts (see pages 93 and 94 );
•approved the compensation package for the members of the
Management Board, including the degree to which their personal
targets were met in 2008, the rules governing their fi xed and
variable compensation for 2009 and the number of stock options
and stock grants attributed to them. The principles and rules
used by the Supervisory Board in determining compensation and
benefi ts for corporate offi cers are presented on pages 88 and 89 ;
•authorised the Management Board to set up stock option or stock
grant plans (32 and 33 for stock options, see pages212 to 217 ;
7 and 9 for stock grants, see pages212 to 217 ) and to carry out
an employee share issue in 2010.
Based on advice from the Audit Committee, the Supervisory Board
decided to recommend that shareholders reappoint Ernst & Young
and Mazars as Statutory Auditors at the Annual Meeting to be held
in 2010 to approve the 2009 accounts.
The Supervisory Board also discussed the conclusions of its three-
year self-evaluation at its February2009 meeting. In the fall of 2008,
the Board Secretary administered a questionnaire concerning
the Supervisory Board’s membership, missions and operating
procedures; its relations with the Management Board and its
Committees’organisation and operating procedures. The members
praised the Board for its transparency, effi ciency and commitment
to dialogue. Transparency, dialogue and respect are key to the
Supervisory Board’s relationship with the Management Board, as
well as to the relationship between the two Boards’Chairmen.
Information provided by the Management Board to the Supervisory
Board was also found to be transparent. Members described
the Supervisory Board’s discussions as “ frank” and “ in-depth” .
Continuous improvement measures over the past four years have
helped create this situation. Avenues for improvement primarily
concern the development of contacts with management and deeper
discussion of issues related to changing technologies, the Group’s
image and communication, and human resources. Lastly, members
suggested that the Remunerations and Appointments & Corporate
Governance Committee provide the minutes of their meetings to