APC 2012 Annual Report Download - page 127

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 125
CORPORATE GOVERNANCE
3
SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES ANDMEETINGS)
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4. Supervisory Board committees
(members, operating procedures
andmeetings)**
In its internal rules and procedures, the Supervisory Board
has set out the role, responsibilities and competences of its
two committees: the Audit Committee and the Remuneration,
Appointments&Human Resources Committee. Their members are
appointed by the Supervisory Board, based on recommendations
from the Remuneration, Appointments & Human Resources
Committee. The Committees may commission studies from
outside consultants after having referred to the Chairman of the
Supervisory Board. They may invite anybody they wish to meetings,
as necessary.
Audit Committee
Members, operating procedures and responsabilities of Audit
Committee are compliant with recommandations included in Audit
Committee fi nal report published by AMF in July2010.
Members
The Supervisory Board’s internal rules and procedures stipulate
that the Audit Committee must have at least three members. Two
thirds of the members must be independent and at least one must
have in-depth knowledge of accounting standards combined with
hands-on experience in applying current accounting standards and
producing fi nancial statements.
The Audit Committee has three members: Mr. Gérard de La
Martinière, Chairman, Mr.Noël Forgeard and Mr.Antoine Gosset-
Grainville, who in May 2012 replaced Mr. Jérôme Gallot, whose
mandate of member of the Supervisory Board expired in 2012
and who did not wish to have that mandate renewed. They are
independent and have the necessary fi nancial or accounting
competence. In addition, Mr. Noël Forgeard offers particular
expertise on industrial matters.
Operating procedures
Meetings are called by the Committee Chairman or at the request
of the Chairman of the Supervisory Board or the Chairman of the
Management Board. At least fi ve meetings are held during the year.
The Audit Committee may invite whomever it chooses to its
meetings. The Statutory Auditors attend meetings at which fi nancial
statements are reviewed and, depending on the agenda, all or
some of the other meetings.
The Committee can ask the Management Board to provide it with
any documentation it feels necessary. It may also commission
studies from external consultants.
Responsibilities
A cornerstone of the Group’s internal control system, the Audit
Committee is responsible for preparing the work of the Supervisory
Board, making recommendations to the Board and issuing opinions
on fi nancial, accounting and risk management issues. Accordingly
it:
•prepares the Supervisory Board’s review of the annual and interim
fi nancial statements, and notably in this respect:
–ensures that accounting policies used to prepare the
consolidated and company fi nancial statements are appropriate
and applied consistently, that all signifi cant transactions are
properly refl ected in the consolidated fi nancial statements
and that the rules governing the scope of consolidation are
correctly applied,
–analyzes the scope of consolidation, risksand off-balance
sheet commitments as well as the fi nancial position and the
cash position,
–reviews the fi nancial statements preparation process;
•reviews the draft Registration Document and takes on b oard any
comments by the AMF in this regard, as well as the reports on the
interim fi nancial statements and other main fi nancial documents;
•makes recommendations concerning the appointment or re-
appointment of the Statutory Auditors;
•monitors the auditing of the annual and consolidated fi nancial
statements, notably by examining the scope of the external
audit schedule and the results of the reviews carried out by the
Statutory Auditors;
•verifi es the auditors’ independence, in particular by reviewing
fees paid by the Group to their fi rm and network and by giving
prior approval for assignments that, strictly speaking, fall outside
the scope of the auditing of the fi nancial statements;
•monitors the effectiveness of internal control and risk management
systems. In particular, the Committee:
–reviews the organization and resources for the Internal Audit,
as well as its annual schedule. Receives a quarterly summary
report on the fi ndings of the audits carried out,
–reviews operationnal risks mapping and its year-on-year
evolution. It ensures procedures are implemented to prevent
and reduce them,
–reviews risk mitigation ,
–reviews the rollout of the Group’s internal audit system and
acknowledges the outcome of entities’ self assessment