APC 2012 Annual Report Download - page 128

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC126
CORPORATE GOVERNANCE
3SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES ANDMEETINGS)
regarding internal audit. The Committee ensures procedures
are implemented to identidy and handle anomalies,
–acknowledges the report of the Chairman of the Supervisory
Board on Internal Audit,
–reviews codes of conduct, notably concerning fair trading and
ethics and examines the measures taken to ensure they are
circulated and applied.
The Audit Committee examines proposed dividend payouts and
the amount of fi nancial authorizations submitted to the Annual
Shareholders’ Meeting.
The Audit Committee examines all fi nancial, accounting and risk
management issues referred to it by the Management Board, the
Supervisory Board or its Chairman.
The Audit Committee presents its fi ndings and recommendations
to the Board. The Chairman of the Audit Committee immediately
informs the Chairman of the Supervisory Board of any diffi culties
encountered.
Meetings in2012
In2012, the Audit Committee met fi ve times. The average duration
of the meetings was four hours and the average attendance rate
was 93%.
Each meeting was fully or partially attended by the Chief Financial
Offi cer, members of the Finance Department, head of Internal Audit
as well as external auditors. Operational management also reported
to the Committee. Representatives of the Finance Department
and Internal Audit were not present during the Statutory Auditors’
presentation at meetings devoted to the fi nancial statements. In line
with the provisions of the AFEP/MEDEF Code, the Chairman and
CEO did not attend any of the Audit Committee’s meetings.
The topics discussed by the Committee were as follows:
1) fi nancial statements and fi nancial disclosures:
–review of the annual and interim fi nancial statements and of the
reports of the Management Board on the fi nancial statements,
–review of goodwill, reserving and pension obligations or
assimilated obligations,
–review of investor relations documents concerning the annual
and interim fi nancial statements;
2) internal audit, internal control and risk management:
–review of the 2013/Q1 2014 Internal Audit schedule drawn up
on the basis of risk mapping,
–monitoring the Internal Audit road map realisation related
to2012 and 1st quarter 2013 , and review of main audits,
–review of the activities of Internal Audits, particularly the results
of evaluations/self-evaluations,
–review of fraud prevention,
–review of the IT systems strategy,
–review of action plans regarding the security of IT systems,
–review of the possible impacts of the fi nancial crisis on
management of debt and the Group’s conditions for obtaining
fi nance,
–review of the development of the Solutions business,
–review of tax risks,
–review of organizational change risk,
–review of purchase risk,
–review of industrial risks,
–examination of the results of investigations into accounting
error due to a fraud, detected in the accounts of one entity of
the country France and review of follow-ups and implemented
action plans,
–review of the management mechanism for major crises,
–review of the technology and standards monitoring mechanism,
–review of the defi nition and monitoring of cost reduction
programs,
–review of the Chairman’s draft report on procedures for internal
audit and risk management;
3) Statutory Auditors:
–review of the 2012/2013 external audit schedule,
–review of the fees paid to the Statutory Auditors and their
networks;
4) Corporate Governance:
–establish the 2013-2015 schedule covering the work of the
Audit Committee including its risk review,
–recommended dividend for2012 .
The Audit Committee reported to the Supervisory Board on its work
in2012 at the February21, June11 and 12, July31, October23
and December18, 2012 meetings.
Remunerations, Appointments and Human Resources Committee
Members
The Supervisory Board’s internal rules and procedures stipulate that
the Remuneration, Appointments&Human Resources Committee
must have at least three members. It is chaired by the Chairman of
the Supervisory Board.
The Committee members are: Mr. Henri Lachmann, Chairman,
Mr. Claude Bébéar, Mr. Léo Apotheker, Mr. Willy R. Kissling and
Mr.Serge Weinberg.
Operating procedures
Meetings are called by the Committee Chairman. The agenda is
drawn up by the Chairman, after consulting the President and CEO.
It meets at least three times a year.
The Committee may seek advice from any person it feels will help
it with its work.