APC 2012 Annual Report Download - page 131

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 129
CORPORATE GOVERNANCE
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DECLARATIONS CONCERNING THESITUATION OF THE MEMBERS OF THESUPERVISORY BOARD ANDMANAGEMENT BOARD
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6. Organizational
and operating procedures
of the Management Board
The Management Board has the broadest powers in relation to third
parties to act in all circumstances in the Company’s name within the
limits of the corporate purpose, except for those powers that are
specifi cally vested in the Supervisory Board and the Shareholders’
Meeting under French law.
Under French law and pending, when necessary, with the
Supervisory Board’s authorization, the Management Board:
•approves the annual and interim fi nancial statements and related
management reports;
•calls Shareholders’ Meetings;
•decides share issues and capital reductions, pursuant to an
authorization given by shareholders in the Extraordinary Meeting;
•allocates stock options and makes stock grants, pursuant to an
authorization given by shareholders in the Extraordinary Meeting;
•decides to carry out bond issues.
The Management Board has adopted internal rules and procedures
that organize its activities and its relations with the Supervisory
Board. It is not enforceable against third parties.
The Management Board met 16times during 2012.
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7. Declarations concerning
thesituation of the members
of theSupervisory Board
andManagement Board
The members of the Supervisory Board and Management Board
together hold 0.05 % of the Company’s capital and 0.05 % of the
voting rights.
Jean-Pascal Tricoire is Chairman of the Board of Directors of
Schneider Electric Industries SAS, Chairman of the Board of Directors
of Schneider Electric USA and Chairman of the Board of Directors of
SEAP. He receives compensation for the last two duties.
Emmanuel Babeau has a service contract with Schneider Electric
Industries SAS and is Chairman of the Board of Directors of
Schneider Electric Services International. He receives compensation
for these duties.
Magali Herbaut has a service contract with Schneider Electric
Industries SAS.
Service contracts
None of the members of the Supervisory Board or Management Board has a service contract with the Company or any of its subsidiaries
providing for benefi ts upon termination of employment.