APC 2010 Annual Report Download - page 108

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 paragraphs below (A Management Board/Supervisory Board system), 1, 2, 3, 4, 8 (Remuneration Policy for corporate
offi cers and members of the Management Board and Pension Plans), 10 and 11, and paragraphs 2 (Shareholder’s
Meeting and Voting Rights) and 7 of Chapter 7 constitute the Chairman of the Supervisory Board’s report provided for
in article L.225-68 of the French Commercial Code. They are indicated with **.
A Management Board/Supervisory Board system**
Application of the AFEP-MEDEF corporate governance guidelines. There are a few exceptions, which are described
below (see paragraph11).
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 18 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 at the Annual General Meeting called
in 2008. The other half stood for re-election at the Annual Meeting
called in 2010.
The age limit for holding offi ce as a member of the Supervisory Board
is 74. At the Annual General Meeting of April21, 2011, shareholders
will be asked to remove this age limit (see page 278). No more than
one third of the members of the Supervisory Board may be aged
over 70.
The Supervisory Board has 11 members and two non-voting
members.
There are nine independent members according to the defi nition
contained in the AFEP-MEDEF corporate governance guidelines
for listed companies. These members are Serge Weinberg, Léo
Apotheker, Gérard de La Martinière, Noël Forgeard, Jérôme Gallot,
Willy R. Kissling, Cathy Kopp, Anand Mahindra and G. Richard
Thoman. Each year, the Supervisory Board reviews its members’
status, based on a report from the Remunerations, Appointments
and Human Resources Committee. Members’ directorships and
functions in other companies that have business relations with
Schneider Electric (primarily AXA), 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. Moreover, as regards Mrde La
Martinière, who has been a member of the Schneider Electric SA
Board for more than 12years, his seniority is not considered as a
hinderence to his independece due notably to his personality and
involvement in the world and discussions on the operation of the
Audit Committees.
Four members are of non-French origin or nationality: MrThoman,
American; MrApotheker, Germain; MrMahindra, Indian; MrKissling
is Swiss.
One member, Claude Briquet, represents the employee shareholders
in accordance with article L.225-71 of the French Commercial
Code. He is nominated by the Shareholders’ Meeting, on the
recommendation of the Supervisory Boards of the corporate mutual
funds.
The average age of Supervisory Board members is 61.
The Supervisory Board has made it a goal to increase its diversity
with respect to nationality, age, and gender. With this in mind,
the2011 Annual General Meeting is asked to ratify the co-opting of
Mr.Anand Mahindra and to appoint as members of the Supervisory
Board Ms.Betsy Atkins, Ms. Dominique Sénéquier, and Mr. Jeong
H. Kim (see page264).
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC106