APC 2011 Annual Report Download - page 125

1232011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3
DECLARATIONS CONCERNING THESITUATION OF THE MEMBERS OFTHE SUPERVISORY BOARD ANDMANAGEMENT BOARD
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6. Organisational and operating
procedures oftheManagementBoard
The Management Board has the broadest powers in relation to third
parties to act in all circumstances in the Company’s name within the
limits of the corporate purpose, except for those powers that are
specifi cally vested in the Supervisory Board and the Shareholders’
Meeting under French law, and except for those matters that require
the prior authorisation of the Supervisory Board.
Under French law and pending, when necessary, the Supervisory
Board’s authorisation, the Management Board:
•approves the annual and interim fi nancial statements and related
management reports;
•calls Shareholders’ Meetings;
•decides share issues and capital reductions, pursuant to an
authorisation given by shareholders in Extraordinary Meeting;
•grants stock options and makes stock grants, pursuant to an
authorisation given by shareholders in Extraordinary Meeting;
•decides to carry out bond issues.
The Management Board has adopted internal rules and procedures
that organise its activities and its relations with the Supervisory
Board. These internal rules and procedures are invalid against
claims from third parties.
The Management Board met 16times in 2011.
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7. Declarations concerning
thesituation of the members
ofthe Supervisory Board
andManagement Board
The members of the Supervisory Board and Management Board
together hold 0.03% of the Company’s capital and 0.03% of the
voting rights.
Emmanuel Babeau has a service contract with Schneider Electric
Industries SAS and is Chairman of the Board of Directors of
Schneider Electric Services International. He receives compensation
for these duties.
Claude Briquet has a service contract with Schneider Electric
Industries SAS.
Service contracts
None of the members of the Supervisory Board or Management Board has a service contract with the Company or any of its subsidiaries
providing for benefi ts upon termination of employment.
Conviction or incrimination
To the best of the Company’s knowledge, in the last fi ve years, none
of the members of the Supervisory Board or Management Board
has been:
•the subject of any convictions in relation to fraudulent offences or
of any offi cial public incrimination and/or sanctions by statutory
regulatory authorities;
•disqualifi ed by a court from acting as a member of the
administrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of
an issuer;
•involved, as a member of an administrative, management or
supervisory body or a partner, in a bankruptcy, receivership or
liquidation.