APC 2009 Annual Report Download - page 89

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 87
CORPORATE GOVERNANCE
3
DECLARATIONS CONCERNING THESITUATION OFTHE MEMBERS OFTHE SUPERVISORY BOARD ANDMANAGEMENT BOARD
>
6. Organisation al
andoperatingprocedures
oftheManagement Board
The Management Board has the broadest powers in relation to
third parties to act in all circumstances in the Company’s name
within the limits of the corporate purpose, except for those powers
that are specifically vested in the Supervisory Board and the
Shareholders’Meeting under French law, and except for those
matters that require the prior authorisation of the Supervisory Board.
Under French law and pending, when necessary, the Supervisory
Board’s authorisation , the Management Board:
•approves the annual and interim fi nancial statements and related
management reports;
•calls Shareholders’Meetings;
•decides share issues and capital reductions, pursuant to an
authorisation given by shareholders in Extraordinary Meeting;
•grants stock options and makes stock grants, pursuant to an
authorisation given by shareholders in Extraordinary Meeting;
•decides to carry out bond issues.
The Management Board has adopted internal rules and procedures
that organise its activities and its relations with the Supervisory
Board. These internal rules and procedures are invalid against claims
from third parties.
The Management Board met 20 times in 2009.
>
7. Declarations concerning
thesituation ofthe members
ofthe Supervisory Board
andManagement Board
The members of the Supervisory Board and Management Board
together hold 0.02% of the Company’s capital and 0.02 % of the
voting rights.
Emmanuel Babeau has a service contract with Schneider Electric
Industries SAS and is C hairman of the Managing Board of Schneider
Electric Services International.He receives compensation for these
duties.
Claude Briquet has a service contract with Schneider Electric
Industries SAS.
Service contracts
None of the members of the Supervisory Board or Management
Board has a service contract with the Company or any of its
subsidiaries providing for benefi ts upon termination of employment.
Conviction or incrimination
To the best of the Company’s knowledge, in the last fi ve years, none
of the members of the Supervisory Board or Management Board
have been:
•the subject of any convictions in relation to fraudulent offences or
of any offi cial public incrimination and/or sanctions by statutory
regulatory authorities;
•disqualified by a court from acting as a member of the
administrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of
an issuer;
•involved, as a member of an administrative, management or
supervisory body or a partner, in a bankruptcy, receivership or
liquidation.
Family ties
To the best of the Company’s knowledge, none of the members of
the Supervisory Board or Management Board are related to each
other.