APC 2012 Annual Report Download - page 150

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC148
CORPORATE GOVERNANCE
3APPLICATION OF THE AFEP/MEDEF CORPORATE GOVERNANCE GUIDELINES
Information on internal control and risk management
procedures relating to the preparation and
processing of accounting and financial information
The professional standards require that we perform the necessary
procedures to assess the fairness of the information provided in
the Chairman’s report in respect of the internal control and risk
management procedures relating to the preparation and processing
of the accounting and fi nancial information. These procedures
consist mainly in:
•obtaining an understanding of the internal control and risk
management procedures relating to the preparation and
processing of the accounting and fi nancial information on which
the information presented in the Chairman’s report is based and
of the existing documentation;
•obtaining an understanding of the work involved in the preparation
of this information and of the existing documentation;
•determining if any material weaknesses in the internal control
procedures relating to the preparation and processing of
the accounting and fi nancial information that we would have
noted in the course of our work are properly disclosed in the
Chairman’s report.
On the basis of our work, we have no matters to report on the
information relating to the Company’s internal control and risk
management procedures relating to the preparation and processing
of the accounting and fi nancial information contained in the report
prepared by the Chairman of the Supervisory Board in accordance
with article L.225-68 of the French Commercial Code (Code
decommerce).
Other information
We confi rm that the report prepared by the Chairman of the
Supervisory Board also contains the other information required
by article L.225-68 of the French Commercial Code (Code de
commerce).
Courbevoie and Paris-La Défense, March20, 2013
The Statutory Auditors
French original signed by
Mazars ERNST&YOUNG et Autres
David Chaudat Yvon Salaün
>
11. Application of the AFEP/MEDEF
corporate governance guidelines**
Schneider Electric applies the AFEP/MEDEF corporate governance guidelines with the following exceptions:
Recommendations Schneider Electric practice
Deadline for Audit Committee review
ofthefi nancialstatements
The Audit Committee should review the fi nancial
statements at least two days before they are reviewed by
the Board.
At Schneider Electric, in order not to extend delays between the closing
of fi nancial statements by the Management Board and the review by
Supervisory Board, the Audit Committee which reviews the Financial
Statements meets after the Management Board meeting that approves the
Financial Statements and the day before the Board Director’s meeting.
However, the Committee members receive a meeting fi le with the draft
Financial Statements four to fi ve days before the meeting to the members of
the Supervisory Board.
Compensation and benefi ts paid
tocorporateoffi cers
Fixed salary should be revised only after a relatively long
period, such as three years.
The Management Board members’ fi xed salary is revised each year.
When Jean-Pascal Tricoire became Chairman of the Management Board ,
his compensation was not (and still is not) aligned with that of CEOs of
comparable companies. The Board decided to reduce the gap gradually
through annual salary revisions after reviewing Mr.Tricoire’s performance.
Top-hat pension Scheme
The increase in potential rights should correspond to a
limited percentage of the benefi ciary’s compensation.
Under the top-hat pension Scheme for the Group’s Senior Management (see
page 125), most rights are acquired at the outset. However, the scheme
complies with the recommendation’s intention, given that:
• the rights are capped at 25% of average compensation;
• current members still have many years of service to perform before they
can receive benefi ts.
Furthermore, the Management Board has changed this plan to conform with
the AFEP/MEDEF recommendations. This change has been approved by the
annual shareholders meeting on May3, 2012 (see pages 291 and 292)