APC 2009 Annual Report Download - page 85

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 83
CORPORATE GOVERNANCE
3
COMMITTEES OF THE SUPERVISORY BOARD (MEMBERS, OPERATING PROCEDURES AND MEETINGS)
the Supervisory Board when topics reviewed by the Committee are
on the Supervisory Board’s agenda, in addition to the Committee
Chairman’s oral report.
Strategy
As it does each year, the Supervisory Board conducted an in-depth
review of the Group’s strategy in a one-day meeting devoted entirely
to this topic. At each meeting, the Board was informed about the
status of acquisition projects. The Supervisory Board authorised the
Management Board to proceed with the acquisition of Areva T&D’s
Distribution business in a joint offer with Alstom.
The Supervisory Board also reviewed the Company’s financial
strategy.
Agenda
The Supervisory Board was given the Management Board’s
quarterly reports. At each meeting, the Board also tracked business
performance, the Company’s fi nancial performance and action plans
to increase revenue. The Board monitored the development and
deployment of the Group’s new organisation .
It was also informed of the Group’s 2009 targets.
At its meeting on February 18, 2009, the Supervisory Board reviewed
the 2008 accounts, based on the Audit Committee’s report and
after seeking the opinion of the external auditors who attended the
meeting. It also approved the Management Board’s recommendation
to set the dividend to be submitted for shareholder approval at
EUR 3.45 per share, with a dividend reinvestment option. At its
meeting on July 30, 2009, the Board reviewed the interim fi nancial
statements for the six months ended June 30, 2009 based on
the Audit Committee’s report and after seeking the opinion of the
external auditors.
It ensured consistent compliance with market disclosure
requirements, notably through an analysis of market consensus and
the issuance of press releases.
The Audit Committee reported to the Board on the work carried out
by the internal auditors and initiatives to enhance internal control.
The Supervisory Board carried out the procedures required by law,
which include reviewing budgets and business plans.
2009 Annual Shareholders’Meeting
The Supervisory Board reviewed the agenda and draft resolutions
to be tabled in Annual Meeting and prepared its report to
shareholders. It approved the Chairman’s report on the operations
of the Supervisory Board and internal control. Twelve of the thirteen
directors were present at the Annual Shareholders’Meeting, which
adopted all the resolutions tabled.
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4. Committees of the Supervisory
Board (members, operating
procedures and meetings) **
The Supervisory Board has drafted internal rules governing the
operating procedures and missions of the Audit Committee and
the Remunerations and Appointments & Corporate Governance
Committee. Their members are appointed by the Supervisory
Board, based on recommendations from the Remunerations and
Appointments & Corporate Governance Committee. After checking
with the Chairman of the Supervisory Board, the committees may
commission research from outside consultants, and they may
also invite any persons of their choice to attend their meetings, as
required.
Audit Committee
Members
The Supervisory Board’s internal rules stipulate that the Audit
Committee must have at least three members. Two thirds of the
members must be independent and at least one must have in-
depth knowledge of accounting standards combined with hands-
on experience in applying these standards and producing fi nancial
statements.
The Audit Committee’s membership was modifi ed in April2009
following the departure of Piero Sierra. The Committee’s four
members—Gérard de La Martinière (Chairman), Noël Forgeard,
Jérôme Gallot and James Ross—are all independent and have the
necessary accounting experience to perform their duties. In addition,
Mr Forgeard and Mr Ross have specifi c expertise in industrial issues
and sustainable development, respectively.
Meetings
The Audit Committee meets at least four times a year. Meetings are
called by the Committee Chairman, the Supervisory Board Chairman
or the Management Board Chairman.
The external auditors attend the meetings devoted to examining
the annual and interim fi nancial statements, and may be asked to
attend all or part of other meetings depending on the agenda. The
Committee may also invite any other persons of its choice to answer
its questions.
The Audit Committee may ask the Management Board for copies
of any and all documents that it considers relevant or useful. It may
also commission studies from outside consultants.