APC 2012 Annual Report Download - page 125

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 123
CORPORATE GOVERNANCE
3
SUPERVISORY BOARD MEETINGS
>
3. Supervisory Board meetings**
The Supervisory Board held six meetings in2012. The meetings
lasted around fi ve hours and the average participation rate of
members of the Supervisory Board was 93%. They were primarily
devoted to discussing the Company’s corporate governance and
strategy, reviewing operations and the annual and interim fi nancial
statements and preparing the Annual Shareholders’ Meeting.
Corporate Governance
Based on advice from the Remunerations, Appointments and
Human Resources Committee, the Supervisory Board:
•examined the report on its three-year appraisal carried out
in the autumn of 2011 with the assistance of the secretary of
the Supervisory Board. This review included the opinions and
comments of members of the Board based on a questionnaire
drawn up by the Remunerations, Appointments and Human
Resources Committee. This questionnaire covered the
membership of the Board, its missions, the conduct of its
meetings and information as well as the Board’s relations with
the Management Board and the organization and conduct of
its committees. This examination concluded that the Board is
exemplary. This appraisal was shared by all its members. They
feel that the Schneider ElectricSA Board is amongst the best,
if not the best Board on which they sit or have had occasion to
sit. They put this down to the quality and depth of discussions at
Board meetings and the level of confi dence that reigns between
members themselves and between members and management.
Areas for improvement were identifi ed however. These mainly
relate to the development of discussions of the Board on the
situation of Schneider Electric compared to the competition,
R&D and more especially R&D productivity and the conclusions
arising out of the work undertaken by the Audit Committee on
risk. The Board also wishes to receive more detailed information
on Schneider Electric’s competitors and the Group’s situation
regarding those competitors as well as information on the work
of the Executive Committee. In order to improve the conduct of
its work, the Board intends to extend the length of its meetings.
It furthermore considers that the participation of its members
by audio or video conference should only be a last resort.
Furthermore, the Board has accepted to raise the minimum
number of Schneider ElectricSA shares that members have to
hold from250 to1,000;
•discussed the composition of its membership and that of its
committees and achieving gender balance on the Board. The
Board also set a target of internationalization and of a better
gender and age balance within its composition. In view of the
major changes made in composition of the Board in2011 with
the addition of Ms. Betsy Atkins, Ms. Dominique Sénéquier,
Mr. Jeong Kim, and Mr. Xavier Fontanet, the 2012 General
Shareholders’ Meeting was asked to renew the appointments of:
–Mr.Kissling, Mr.Lachmann, and Mr.G Richard Thoman for a
two year period, in view of the new provisions in the articles of
association,
–Mr. Apotheker, Mr. Fontanet and Mr. Gallot for a four year
period. However, Mr. Gallot having subsequently decided
for personal reasons not to seek renewal of his mandate,
the Management Board has proposed the appointment of
Mr.Gosset-Grainville as his replacement.
With regard to the Board member representing employee
shareholders, the Supervisory Board recommended that
shareholders vote for Ms. Magali Herbault whose profi le
and professional career fi t the objectives of female quotas,
rejuvenation and internationalization, as set by the Supervisory
Board regarding its composition;
•renewed the mandates of Chairman of the Supervisory Board,
Mr.Henri Lachmann, whose remuneration has been set, and of
Vice-Chairman, Mr.Léo Apotheker, and to renew the mandate
of non-voting member Mr.Claude Bébéar. It named as member
of Audit Committee Mr. Antoine Gosset-Grainville to replace
Mr.Jérôme Gallot;
•discussed the succession of its Chairman Mr.Henri Lachmann,
specifi cally in the frame of “sessions executives” of the Supervisory
Board. Following its deliberations, the Board decided to propose
to the Annual Shareholders’ Meeting that the governance of the
Group be changed and that an organization with a Board of
Directors be adopted (see pages 274 to 277 and 282 to 288)
in which M.Jean-Pascal Tricoire would be Chairman and CEO ;
•renewed the Management Board for a new mandate of 3 years
and approved the division of responsibilities among its members;
•reviewed the Management Board’s operations and evaluated the
members of the Management Board;
•examined the Management Board’s members succession plan;
•approved the rules of remuneration of members of the
Management Board (appraisal of attainment of their personal
targets for 2011 and determination of the rules relating to
their remuneration for 2012: fi xed element, variable element) .
The principles and rules applied by the Supervisory Board in
determining remuneration and benefi ts for corporate offi cers are
presented below (pages 130 and 131 );
•renewed Mr.Jean-Pascal Tricoire’s status (pages 136, 137, 273
and 291).
•authorized the Management Board to carry out in 2013 an
increase in share capital dedicated to employees;
•authorized the establishment of a new pension plan applicable
to French senior executives of the Group and outsourcing of the
article39 plans, cf. pages 131, 273 and 290