APC 2010 Annual Report Download - page 116

CORPORATE GOVERNANCE
3ORGANISATIONAL AND OPERATING PROCEDURES OFTHESUPERVISORYBOARD
•comply with an overall obligation of confi dentiality;
•report any and all confl icts of interest;
•hold at least 250shares of Company stock;
•strict rules of compliance are required regarding their transactions
on Schneider Electric SA securities (they are prohibited to transact
them in the month preceding the publication of the annual or
semi-annual fi nancial statements and the fi fteen days preceding
the publication of the quarterly reports);
•attend Shareholders’Meetings.
Article7 states that non-voting members, who attend Supervisory
Board meetings in a consultative capacity, are subject to the same
ethical rules as voting members.
Articles 8 to 10 apply to the Board Committees apply to the Board
Committees and are described in the corresponding section below.
Articles 11 and 13 define the scope of the internal rules and
procedures.
Article 12 allows for the Management Board to allocate
management tasks among its members, with the Supervisory
Board’s authorisation.
Information required by the Supervisory Board and its members
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. A supplementary
fi le may also be provided at the meeting.
Supervisory Board meetings are attended by the members of
the Management Board. 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 letter 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. To take into account Autorité des
marchés fi nanciers (AMF) recommendations, the code was modifi ed
in order to set 15 day windows during which no operations may be
conducted on Schneider Electric SA shares prior to the publication
of quarterly information.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC114