APC 2012 Annual Report Download - page 114

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC112
CORPORATE GOVERNANCE
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This report includes the Chairman’s report on the composition of the Board, the application of the principle of equal
representation of women and men on the Board, and the conditions applicable for the preparation and organization
of the work carried out by the Supervisory Board, and the internal control and risk management procedures
implemented by the Company.
The sections Management Board and Supervisory Board system, 1, 2, 3, 4, 8 (Remuneration Policy for corporate
offi cers and members of the Management Board and Pension Plans), 10 and 11, and Section2 (Shareholder’s
Meeting and Voting Rights) and 7 of Chapter7 constitute the Chairman of the Supervisory Board’s report provided
for in articleL.225-68 of the French Commercial Code. They are indicated with**.
A Management Board/Supervisory Board system**
Since May2006, the governance of Schneider ElectricSA has been based on a dual structure composed of a
Management Board and a Supervisory Board. On December18, 2012, the Supervisory Board announced its intention
to propose to the Annual Shareholders’ Meeting of April25, 2013, to change the mode of governance. Mr.Henri
Lachmann, having expressed his intention to resign as Chairman of the Supervisory Board, the Supervisory Board
has considered necessary to strengthen his role and his involvement in the supervision of the Group by adopting an
organization with a Board of Directors.
On February20, 2013 the Supervisory Board approved proposed amendments to the articles of association required
for the implementation of this change. It confi rmed its recommendation to appoint Mr. Jean-Pascal Tricoire as
Chairman and CEO, given his achievements and performance as head of the Group since2006. This proposal
to combine the functions of Chairman of the Board of Directors and Chief Executive Offi cer is not defi nite. The
Supervisory Board will re discuss this proposal every year. As of today, this solution seems the must adequate
given the membership of the Supervisroy Board, the experience and achievements of Mr. Tricoire, of the economic
environment which requires clarity and responsiveness of the leadership, and procedures to ensure an accurate
information and an effective functioning by the Board of Directors, in particular the institution of a Vice-Chairman-
Lead Independant Director , of the principle of holding an executive session at each meeting of the Board presided
over by the Vice-Chairman-Senior Director, and the creation of four Board committees.
A more detailed presentation of the proposed new organization of the governance can be found in the report of the
Management Board to the Annual Shareholder’s Meeting of April25, 2013 (see pages 274 to 277 ).
The Company applies the AFEP/MEDEF corporate governance guidelines. There are a few exceptions, which are
described below (see Section11).
The guidelines are available online at www.medef.fr.