APC 2011 Annual Report Download - page 121

1192011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3
SUPERVISORY BOARD COMMITTEES (MEMBERS,OPERATINGPROCEDURES ANDMEETINGS)
Shareholders’ Meeting 2011
The Supervisory Board reviewed the agenda and draft resolutions to
be tabled at the 2011 Annual Shareholders’ Meeting , and prepared
its report to shareholders. It approved the Chairman’s report on the
operations of the Supervisory Board and internal control. Almost all
of the Members of the Board (13/14) were present at the Annual
Shareholders’ Meeting. The Meeting adopted all the resolutions
tabled.
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4. Supervisory Board committees
(members,operatingprocedures
andmeetings)**
In its internal rules and procedure, the Supervisory Board has set out
the role, responsibilities and competences of its two committees:
the Audit Committee and the Remuneration, Appointments
& Human Resources Committee. Their Members are appointed
by the Supervisory Board, based on recommendations from the
Remuneration, Appointments & Human Resources Committee.
The Committees may commission studies from outside consultants
after having referred to the Chairman of the Supervisory Board.
They may invite anybody they wish to meetings, as necessary.
Audit Committee
Members
The Supervisory Board’s internal rules and procedures stipulate that
the Audit Committee must have at least three members. Twothirds
of the Members must be independent and at least one must have
in-depth knowledge of accounting standards combined with
hands-on experience in applying current accounting standards and
producing fi nancial statements.
The Audit Commitee has three members: Gérard de La Martinière,
Chairman, Noël Forgeard and Jérôme Gallot. Theyare independent
and have the necessary fi nancial or accounting competence. In
addition, Noël Forgeard offers particular expertise on industrial
matters.
Operating procedures
Meetings are called by the Committee Chairman or at the request of
the Chairman of the Supervisory Board or the President and CEO.
At least fi ve meetings are held during the year.
It may invite whomever it chooses to its meetings. The Statutory
Auditors attend meetings at which fi nancial statements are reviewed
and, depending on the agenda, all or some of the other meetings.
It can ask the Management Board to provide it with any
documentation it feels necessary. It may also commission studies
from external consultants.
Responsibilities
A cornerstone of the Group’s internal control system, the Audit
Committee is responsible for preparing the work of the Supervisory
Board, making recommendations to the Board and issuing opinions
on fi nancial, accounting and risk management issues. Accordinglyit:
•prepares the Supervisory Board’s review of the annual and interim
fi nancial statements, and notably in this respect:
–ensures that accounting policies used to prepare the
consolidated and company fi nancial statements are appropriate
and applied consistently, that all signifi cant transactions are
properly refl ected in the consolidated fi nancial statements
and that the rules governing the scope of consolidation are
correctly applied,
–analyses the scope of consolidation, risks, commitments given
– including off-balance sheet commitments –, as well as the
fi nancial position and the cash position;
•reviews the draft Registration Document and takes on Board any
comments by the AMF in this regard, as well as the reports on the
interim fi nancial statements;
•makes recommendations concerning the appointment or
re- appointment of the Statutory Auditors;
•monitors the auditing of the annual and consolidated fi nancial
statements, notably by examining the scope of the external
audit schedule and the results of the reviews carried out by the
Statutory Auditors;
•verifi es the auditors’ independence, in particular by reviewing
fees paid by the Group to their fi rm and network and by giving