APC 2011 Annual Report Download - page 119

1172011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3
SUPERVISORY BOARD MEETINGS
the day following the publication of the annual or interim fi nancial
statements and in the sixteen days preceding the day following
publication of quarterly reports,etc.);
•attend General 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 Board committees. The content of these
Articles is provided in the corresponding section below.
Articles 11 and 13 defi ne the scope of the internal rules and
procedures of the Supervisory Board.
Article 12 states that the Management Board may allocate
management tasks among its members, with the Supervisory
Board’s approval.
Information required by the Supervisory Board and its members
Schneider Electric lays down the following rules so as to ensure
the Supervisory Board is properly informed: in principle, members
of the Supervisory Board have available to them a secure website
on which they receive or can peruse, 10days before each Board
meeting, the meeting agenda and the draft minutes of the previous
meeting and, four or fi ve days before, documentation for the Board
meeting. 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 are invited for
the presentation of major issues within their area of responsibility.
The Statutory Auditors attend the Supervisory Board meetings at
which the annual and interim fi nancial statements are reviewed.
Between each meeting of the Supervisory Board, aside from
interviews that Supervisory Board members may have with the
Chairman of the Management Board, Supervisory Board members
receive a monthly letter, 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 Supervisory Board
meetings. New members of the Supervisory Board 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 of the Group designed to prevent
insider trading. Under the terms of these provisions, both Supervisory
Board Members and employees are barred from trading Company
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 31 days preceding the day
following publication of the annual and interim fi nancial statements,
nor during the 16 days preceding the day following publication of
a quarterly update, nor may they engage in any type of speculative
trading involving Schneider Electric SA shares (including margin
trading, purchasing and re-selling shares in a period of less than
four months,etc.).
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3. Supervisory Board meetings**
Eight meetings were held in 2011. The meetings lasted around
four hours and the average participation rate of Members of
Supervisory Board was 90 %. 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 and
Human Resources Committee, the Supervisory Board:
•discussed the composition of its Membership and that of its
committees and achieving gender balance on the Board. The
Board, having also set a target of internationalisation, a better
gender and age balance within its composition, made a proposal
to the Annual Shareholders’ Meeting 2011 to ratify the co-opting
of Anand Mahindra and the appointment to the Board of Betsy
Atkins and Dominique Sénéquier and Jeong Kim. In Decemberit
co-opted Xavier Fontanet to replace Mr Mahindra who had