APC 2010 Annual Report Download - page 120

CORPORATE GOVERNANCE
3SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES AND MEETINGS)
Remuneration, Appointments and Human Resources Committee
Members
The Supervisory Board’s internal rules and procedures stipulate that
the Remuneration, Appointments & Human Resources Committee
must have at least three members. It is chaired by the Chairman of
the Supervisory Board.
The Committee consists of Henri Lachmann – Chairman –, Claude
Bébéar, Léo Apotheker, Willy R. Kissling and Serge Weinberg.
Operating procedures
Meetings are called by the Committee Chairman. The agenda is
drawn up by the Chairman, after consulting the President and CEO.
It meets at least three times a year.
The Committee may seek advice from any person it feels will help
it with its work.
Responsibilities
The Committee makes recommendations to the Supervisory
Board concerning candidates for appointment to the Management
Board, the Supervisory Board and the Committees. It also makes
recommendations concerning the remuneration of members of the
Management Board and of the Chairman of the Supervisory Board,
as well as concerning stock options and performance stock grants
for Management Board members, and all other aspects of their
remuneration “package”.
Based on the proposals made by the Management Board, the
Committee makes recommendations concerning the remuneration
of Executive Committee members, the principles and methods for
determining executive compensation, as well as the creation of stock
option, stock grant and employee stock ownership plans.
It is also responsible for examining succession plan solutions for
members of the Management Board and Executive Committee.
It examines human resource policies and in particular:
•the human resource strategy and major action plans, including
those relating to the talent policy and key skills (high potential,
experts, occupations…);
•the policy of giving employees a share in the Group’s profi ts;
•the overall remuneration policy for managers and the remuneration
packages of Executive Committee members.
It recommends the amount of attendance fees, which is established
by the Annual Shareholders’ Meeting, and the basis for their
allocation.
The Committee recommends processes and procedures to reassure
shareholders and the market that the Supervisory Board carries out
its responsibilities objectively and independently.
It thus makes recommendations to the Supervisory Board regarding:
•the terms of reference of Supervisory Board Committees;
•the determination and review of independence criteria applicable
to Supervisory Board members;
•the assessments of the Supervisory Board’s organisation and
procedures;
•application by the Company of national or international corporate
governance practices.
The Renumeration, Appointments and Human Resources Committee
presents its fi ndings and recommendations to the Supervisory Board
and distributes the minutes of its meetings to Supervisory Board
members.
Meetings in 2010
In 2010, the Supervisory Board’s Remuneration, Appointments &
Human Resources Committee met seven times. The attendance
rate by its members was 100%. It reported on its work to the
Supervisory Board at the February17, April22, July30, October19
and December15, 2010 meetings.
The Remuneration, Appointments & Human Resources Committee
made recommendations to the Supervisory Board concerning:
•the membership of the Supervisory Board and of its committees
and the classifi cation of members on the basis of the
independence criteria;
•the succession of the Chairman of the Supervisory Board;
•the remuneration of Management Board members (amount,
structure of 2011 remuneration, 2010 targets, and level of
achievement of 2009 targets);
•the changes to the top-up pension plan for senior executives;
•the implementation of the annual performance stock grant
plans and the allocation of performance shares to members of
the Management Board, in accordance with the AFEP-MEDEF
recommendations of October6, 2008;
•the launch in 2011 of a new employee share issue;
•the expansion of its terms of reference to include human
resources issues;
•the recommendations of the AMF on the prevention of insider
trading.
The Committee also reported to the Board on:
•the review of the work of the Management Board and the
assessment of the performance of its members;
•the review of changes in remuneration policy (long-term profi t-
based incentives) for senior executives;
•the review of the performance of members of the Executive
Committee;
•the review of the succession plan;
•the review of the remuneration of Executive Committee members;
•the development of employee share ownership;
•its review of the draft report of the Chairman on corporate
governance.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC118