APC 2010 Annual Report Download - page 117

CORPORATE GOVERNANCE
3
SUPERVISORY BOARD MEETINGS
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3. Supervisory Board meetings**
Six meetings were held in 2009. The meetings lasted an average
of about fourandahalfhours and the average participation rate
of members of Supervisory Board was 95%. They were primarily
devoted to discussing the Company’s corporate governance and
strategy, reviewing operations and the fi nancial statements and
preparing the Annual Shareholders’ Meeting.
Corporate Governance
Based on advice from the Remunerations, Appointments & Human
Resources Committee, the Supervisory Board:
•discussed the issue of its membership and that of its committees.
Renewed Mr Henri Lachmann’s term as Chairman of the
Supervisory Board and named MrLéo Apotheker Vice-Chairman.
Renewed MrClaude Bébéar’s mandate as Non-voting Director
and designated Ms Dominique Sénéquier as a second Non-voting
Director, pending her nomination to the Supervisory Board at the
Shareholders’ Meeting. Equally, it co-opted MrAnand Mahindra
to replace MrJames Ross, who chose to resign for personal
reasons. It made Ms Cathy Kopp responsible for ensuring that
particular attention is given to monitoring sustainable and social
development on behalf of the Board, a role previously played by
MrJames Ross;
•reviewed the Management Board’s operations and assessed the
Management Board members’performance;
•approved the compensation package for the members of the
Management Board, including the degree to which their personal
targets were met in 2009, the rules governing their fi xed and
variable compensation for 2010, and the number of stock options
and stock grants attributed to them. The principles and rules
used by the Supervisory Board in determining compensation and
benefi ts for corporate offi cers are presented hereafter (pages 121
and 122);
•authorised the Management Board to set up performance stock
option plans (plans 10 and 11, see pages 252) and to carry out
an employee share issue in 2011;
•extended the remit of the research missions of its Remunerations
and Appointments & Corporate Governance Committee related
to Human Resources issues, which, as a consequence, has
been named the Remunerations, Appointments and Human
Resources Committee;
•examined the mechanism established by the Group to prevent
insider trading, in response to the AMF recommendations on the
subject.
Regarding the report of the Remunerations, Appointments and
Human Resources Committee presented by MrWillyR.Kissling,
the Supervisory Board also debated (December 2010) the
succession of its Chairman whose term comes to an end in 2012,
due to the statutory age limit. The Board decided to propose to
the Shareholders’Meeting, through a Statutory amendement, the
extension MrHenri Lachmann’s mandate by two years, in order
to allow him to take control of the issue of succession once again.
Strategy
As it does each year, the Supervisory Board conducted an in-
depth review of the Group’s strategy at a one-day meeting devoted
entirely to this topic. In the framework of the implementation of the
strategy, it, notably, authorised the acquisition of 50% of the Russian
company Electroshield – TM Samara. At each meeting, the Board
was informed about the status of acquisition projects and notably of
the Areva T&DDistribution business and its integration.
The Supervisory Board also reviewed the Company’s financial
strategy.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 115