APC 2012 Annual Report Download - page 115

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 113
CORPORATE GOVERNANCE
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SUPERVISORY BOARD
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1. Supervisory Board**
The Supervisory Board must have at least three and up to
18 members, all of whom must be natural persons elected by
the Annual Shareholders’ Meeting. However, in case of death or
resignation of a member, the Board may co-opt a new member.
This appointment is then subject to ratifi cation by the next General
Shareholders’ Assembly.
Throughout their term, Supervisory Board members must hold at
least 1,000Schneider ElectricSA shares. Consequently, as a result
of its assessment in2011, the Supervisory Board has requested
that its members hold at least 1,000shares. The Board’s internal
rules and procedures were amended accordingly.
Supervisory Board members are elected for a four-year term and
are eligible for re-election. However, the Annual Shareholders’
Meeting of April 21, 2011 removed the age limit of 74 years for
membership and it was decided that members who are 70years
old may be re-elected or appointed for a period of two years. No
more than one third of the members of the Supervisory Board may
be over 70years old.
The Supervisory Board as of December31, 2012 has 14members
and one non-voting member.
There are 12 independent members according to the defi nition
contained in the AFEP/MEDEF corporate governance guidelines
for listed companies: Mr. Léo Apotheker, Ms. Betsy Atkins,
Mr.Gérard de La Martinière, Mr.Xavier Fontanet, Mr.Noël Forgeard,
Mr.AntoineGosset-Grainville, Mr.Jeong Kim, Mr.Willy R. Kissling,
Ms. Cathy Kopp, Ms. Dominique Sénéquier, Mr. G. Richard
Thoman and Mr.Serge Weinberg. Each year, the Supervisory Board
includes an item on the agenda to review the status of its members,
based on a report from the Remunerations, Appointments and
Human Resources Committee. Members’ directorships and
functions in other companies that have business relations with
Schneider Electric do not, by their nature, affect the said members’
independence in light of the types of transactions involved. These
transactions are carried out on arms-length terms and are not
material for either party. Moreover, as regards Mr.de La Martinière,
who has been a director or member of the Supervisory Board of
Schneider ElectricSA for more than 12years, his seniority is not
considered as a hindrance to his independence due notably to his
personality and involvement in the work and discussions on the
operation of the Audit Committees.
Five members do not have French nationality (American: Ms.Atkins,
Mr. G. Richard Thoman; Korean-American: Mr. Kim, German:
Mr.Apotheker; and Swiss: Mr.Kissling).
One member, Ms. Magali Herbaut, represents the employee
shareholders in accordance with articleL.225-71 of the French
Commercial Code. She was nominated by the Shareholders’
Meeting, on the recommendation of the Supervisory Boards of
the FCPEs.
The average age of the Supervisory Board members is 61.