APC 2012 Annual Report Download - page 124

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC122
CORPORATE GOVERNANCE
3ORGANIZATIONAL AND OPERATING PROCEDURES OFTHESUPERVISORYBOARD
statements and in the sixteen days preceding the day following
publication of quarterly reports, etc.);
•attend General Meetings.
Article7 states that non-voting members who attend Supervisory
Board meetings in a consultative capacity are subject to the same
ethical rules as voting members.
Articles8 to 10 apply to Board committees. The content of these
articles is provided in the corresponding section below.
Articles 11 and 13 defi ne the scope of the internal rules and
procedures of the Supervisory Board.
Article 12 states that the Management Board may allocate
management tasks among its members, with the Supervisory
Board’s approval.
Information on the Supervisory Board and its members
Schneider Electric lays down the following rules so as to ensure
the Supervisory Board is properly informed: in principle, members
of the Supervisory Board have available to them a secure website
on which they receive or can peruse, 10days before each Board
meeting, the meeting agenda and the draft minutes of the previous
meeting and, four or fi ve days before, documentation for the Board
meeting. The fi le includes the Management Board’s report, notes
or the text of presentations scheduled on the agenda and, for the
meeting held to approve the annual or interim fi nancial statements,
the fi nancial statements approved by the Management Board. A
supplementary fi le may also be provided at the meeting.
Supervisory Board meetings, except for the “executive sessions”,
are attended by the members of the Management Board.
Furthermore, they will leave while the Board discusses their
assessment or remuneration. Executive Committee members are
invited depengding on the subject to present the major issues
within their area of responsibility. The Statutory Auditors attend the
part of the Supervisory Board meetings at which the annual and
interim fi nancial statements are reviewed.
Between each meeting of the Supervisory Board, aside from
interviews that Supervisory Board members may have with the
Chairman of the Management Board, Supervisory Board members
receive a monthly letter, a weekly press review, all of the Company’s
press releases, fi nancial analysts’ reports and other documents.
Members also have the opportunity to meet informally with key
senior executives prior to Supervisory Board meetings. New
members of the Supervisory Board attend training and information
sessions dealing with the Group’s strategy and businesses.
For new members of the Supervisory Board, training and
information sessions are organized on the strategy and businesses
of the Group. Schneider Electric has adopted a code of ethics for
Supervisory Board members and employees of the Group designed
to prevent insider trading. Under the terms of these provisions,
both Supervisory Board members and employees are barred from
trading Company shares and shares in companies for which they
have information that has not yet been made public. In addition,
they may not trade Schneider ElectricSA shares during the 31 days
preceding the day following publication of the annual and interim
fi nancial statements, nor during the 16 days preceding the day
following publication of a quarterly update, nor may they engage
in any type of speculative trading involving Schneider ElectricSA
shares (including margin trading, purchasing and selling shares in a
period of less than four months, etc.).