APC 2012 Annual Report Download - page 126

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC124
CORPORATE GOVERNANCE
3SUPERVISORY BOARD MEETINGS
On the report of the Remuneration, Appointments and Human
Resources Committee and on the Audit Commitee, the Supervisory
Board:
•approved the Chairman’s report on 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;
•validated the calculation of the level of achievement of
performance criteria applicable to stock options plans31 and33
and restricted shares plan No.5, 8 and9.
Strategy
The Supervisory Board conducted an in-depth review of the
Group’s strategy at a one-and-a-half-day meeting devoted entirely
to this topic, as it does each year.
The Board examined the new company program “Connect”
covering the period 2012-2014. The Board reviewed the policy
of sustainable development of Schneider Electric, the Group’s
results and the policy of male/female equal opportunities and
remunerations.
Activities and results
The Supervisory Board was given the Management Board’s
quarterly reports. At each meeting, the Board also tracked business
performance. It furthermore examined the Company’s fi nancial
position.
The Supervisory Board was informed of the Group’s 2012
objectives.
On February21, 2012, the Supervisory Board reviewed the 2011
fi nancial statements based on the Audit Committee’s report and
the Statutory Auditors, who were present at the meeting. Based on
the Audit Committee’s report, it approved the Management Board’s
proposal to set the dividend at EUR1.70 per share. At its meeting
on July31, 2012, the Board reviewed the fi nancial statements for
the fi rst half of2012 based on the Audit Committee’s report and
after seeking the opinion of the Statutory Auditors.
The Audit Committee reported to the Board which debated on the
work carried out by the Group’s internal auditors, the internal audit
teams and the results of the entities’ internal control evaluations
and self-evaluations. The Audit Committee also reported on other
steps taken, which it also discussed, with regard to monitoring
risk management (control of organizational change, industrial
risk, purchase risk), prevention of fraud, crisis management,
development solutions, information systems security, monitoring of
accounting standardization and the independence of the Statutory
Auditors. The Audit Committee also reported on the steps taken
with regard to the accounting error detected, which was fraudulent
in origin, in the accounts of one entity of the country France and the
action plans implemented.
It ensured consistent compliance with market disclosure
requirements, notably through an analysis of market consensus and
the issuance of press releases.
The Supervisory Board carried out the procedures required by law,
which include reviewing budgets and business plans.
Annual Shareholders’ Meeting 2012
The Supervisory Board reviewed the agenda and draft resolutions
to be tabled at the 2012 Annual Shareholders’ Meeting, and
prepared its report to shareholders. It approved the Chairman’s
report on the operations of the Supervisory Board and internal
control. Almost all of the members of the Board (13/14) were
present at the Annual Shareholders’ Meeting. The Meeting
adopted all the resolutions tabled.