APC 2009 Annual Report Download - page 87

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 85
CORPORATE GOVERNANCE
3
COMMITTEES OF THE SUPERVISORY BOARD (MEMBERS, OPERATING PROCEDURES AND MEETINGS)
Remunerations and Appointments &
Corporate Governance Committee
Members
The Supervisory Board’s internal rules stipulate that the
Remunerations and Appointments & Corporate Governance
Committee must have at least three members. It is chaired by the
Chairman of the Supervisory Board.
In 2009, Serge Weinberg joined the Remunerations and
Appointments & Corporate Governance Committee and left the
Audit Committee. Since April2009, the Committee consists of Henri
Lachmann, Chairman, Claude Bébéar, Léo Apotheker, Willy Kissling
and Serge Weinberg.
Meetings
The Remunerations and Appointments & Corporate Governance
Committee meets at least three times a year. Meetings are called by
the Committee Chairman, after consulting the Management Board
Chairman.
The Committee may make enquiries of any persons of its choice.
Responsibilities
The Committee makes recommendations to the Supervisory Board
concerning candidates for appointment to the Management Board,
the Supervisory Board and the Committees of the Supervisory Board.
It also makes recommendations concerning the compensation
to be paid to the members of the Management Board and to the
Supervisory Board Chairman, as well as on stock options and stock
grants with performance criteria for Management Board members.
Based on the proposals made by the Management Board, the
Committee makes recommendations concerning the compensation
to be paid to the Executive Committee members, the principles and
methods for determining Senior Management compensation, as well
as the creation of stock option, stock grant and employee stock
ownership plans.
It is also responsible for examining succession planning solutions
for members of the Management Board and Executive Committee.
It recommends the amount of attendance fees for approval at the
Annual Meeting and their allocation among Supervisory Board
members.
The Committee recommends processes and procedures to ensure
shareholders and the market that the Supervisory Board carries out
its missions objectively and independently.
The recommendations relate to:
•the terms of reference of the committees of the Supervisory Board;
•the determination and review of independence criteria applicable
to Supervisory Board members;
•assessments of the Supervisory Board’s organisation and
procedures;
•application by the Company of national or international corporate
governance practices.
The Remunerations and Appointments & Corporate Governance
Committee presents its findings and recommendations to the
Supervisory Board and distributes the minutes of its meetings to
the Supervisory Board members.
Meetings in 2009
The Remunerations and Appointments & Corporate Governance
Committee of the Supervisory Board met fi ve times in 2009, with an
attendance rate of 82%. It reported to the Supervisory Board on its
activities at the Board meetings held on February 18, April 23, July
30 and December 17.
The Remunerations and Appointments & Corporate Governance
Committee made recommendations to the Supervisory Board
concerning:
•the membership of the Supervisory Board and its committees;
•the Management Board members’compensation (amount,
structure and targets of the 2009 package and level of
achievement of 2008 targets);
•the implementation of the 2010 stock option and stock grant
plans and the granting of stock options and stock grants with
performance criteria to members of the Management Board, in
accordance with the AFEP-MEDEF recommendations of October
6, 2008;
•compliance of the Chairman of the Management Board’s status
and of the benefi ts granted to the members of the Management
Board with the provisions of France’s «TEPA» law and the AFEP-
MEDEF recommendations of October 6, 2008;
•the launch of an employee share issue in 2010;
The Committee also reported to the Supervisory Board on:
•its review of the Management Board’s operations and its
assessment of the Management Board members’performance;
•its review of changes in compensation policy (long-term profi t-
based incentives) for senior executives;
•its review of compensation of Executive Committee members;
The Committee also monitored the deployment of the Group’s new
organisation and discussed corporate governance.