APC 2011 Annual Report Download - page 120

118 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3SUPERVISORY BOARD MEETINGS
resigned for reasons of a possible confl ict of interest between
Schneider Electric and Mahindra & Mahindra that could have
arisen out of the development of these two groups’ distribution
businesses in India;
•discussed succession of its Chairman. In fact, after the successful
succession of its CEO, the Board is working on the succession of
its chairman and a suitable governance model.
•reviewed the Management Board’s operations and evaluated the
members of the Management Board;
•examined the Management Board’s Members succession plan;
•approved the remuneration of members of the Management
Board (appraisal of attainment of their personal targets for 2010
and determination of the rules relating to their remuneration for
2011: fi xed element, variable element) as well as the number of
stock grants. The principles and rules applied by the Supervisory
Board in determining remuneration and benefi ts for corporate
offi cers are presented below (pages 124 and 125 );
•authorised the Management Board to set up plans for
performance/bonus shares (plans10bis, 11bis, 12, 13 and14,
see page 249 and following) and to carry out an employee share
issue in 2012;
•made a proposal to the Annual Shareholders’ Meeting to increase
attendancefees;
•decided to review these every three years. This was carried out in
the Autumn of 2011 with the assistance of the Supervisory Board
secretary. This review included the opinions and comments of
Members of the Board based on a questionnaire drawn up
by the Remunerations, Appointments and Human Resources
Committee. This questionnaire covered the membership of the
Board, its missions, the conduct of its meetings and information
as well as the Board’s relations with the Management Board and
the organisation and conduct of its Committees. On February21,
2012 the Supervisory Board examined the conclusions of the
report submitted by the Remunerations, Appointments and
Human Resources Committee. This examination concluded
that the Board is exemplary. This appraisal was shared by all
its Members. They feel that the Schneider ElectricSA Board is
amongst the best, if not the best Board on which they sit or have
had occasion to sit. They put this down to the quality and depth
of discussions at Board meetings and the level of confi dence that
reigns between Members themselves and between Members
and management. Areas for improvement were identifi ed
however. These mainly relate to the development of discussions
of the Board, the situation of Schneider Electric compared to
the competition, R&D and more especially R&D productivity
and the conclusions arising out of the work undertaken by the
Audit Committee on risk. The Board also wishes to receive more
detailed information on Schneider Electric’s competitors and
the Group’s situation regarding those competitors as well as
information on the work of the Executive Committee. In order
to improve the conduct of its work, the Board intends to extend
the duration of its meetings. It furthermore considers that the
participation of its membres by audio or video conference should
only be a last resort. Furthermore, the Board has accepted to
raise the minimum number of Schneider ElectricSA shares that
Members have to hold from 250 to 1,000.
Strategy
The Supervisory Board conducted an in-depth review of the
Group’s strategy at a one-and-a-half-day meeting devoted entirely
to this topic, as it does each year.
In particular, as part of this strategy, the Board authorised acquisition
of Telvent, Leader &Harvest and Luminous.
The Board examined the new Company programme “Connect”
covering the period 2012-2014.
Agenda
The Supervisory Board was given the Management Board’s
quarterly reports. At each meeting, the Board also tracked business
performance. It also examined the Company’s fi nancial position.
The Supervisory Board was informed of the Group’s 2011 targets.
On February16, 2011, the Supervisory Board reviewed the 2010
fi nancial statements based on the Audit Committee’s report
and the Statutory Auditors, who were present at the meeting. It
approved the Management Board’s proposal to set the dividend
at EUR3.20 per share. At its meeting on July28, 2011, the Board
reviewed the fi nancial statements for the fi rst half of 2011 based on
the Audit Committee’s report and after seeking the opinion of the
StatutoryAuditors.
The Audit Committee reported to the Board on the work carried out
by the Group’s internal auditors, the deployment of an internal audit
team and the results of the entities’ internal control self-evaluations.
The Audit Committee also reported on other steps taken with
regard to monitoring risk management, prevention of fraud, the
management process for R&D solutions and projects, fi nancial
communication such as investor days, reviewing acquisitions and
the independence of the Statutory Auditors.
It ensured consistent compliance with market disclosure
requirements, notably through an analysis of market consensus and
the issuance of press releases.
The Supervisory Board carried out the procedures required by law,
which include reviewing budgets and business plans.