APC 2012 Annual Report Download - page 278

276 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD REPORT TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
(iv) The strategy committee will be chaired by Xavier Fontanet
(independent director). It will prepare the work of the Board
of Directors on issues related to strategy: major acquisitions,
mergers or sales projects. It will go into greater depth on certain
strategies on behalf of the Board, and bring its vision and
understanding to major trends.
The representatives of the Group with the committees will include
the Executive Vice President in charge of fi nance, secretary of the
Board, the human resources director and the strategy director.
Board of Directors meetings will be a regular and important forum
for exchange between members of the Board of Directors and
members of the Executive Committee of the Group.
e) Limitation of powers
To ensure a robust process for reviewing acquisitions, it is expected
that the internal rules of the Board of Directors limits the powers of
the Chairman and CEO in acquisitions or sales to EUR250million.
All acquisition transactions or sales transaction above this threshold
must be authorized by the Board of Directors after examination of
the proposed transaction by the strategy committee.
The reversibility of the option
The choice, which will be made by the Board of Directors to combine
the functions of Chairman and CEO, is fully reversible. Thus, in the
internal rules of the Board of Directors, it will be expected that when
the functions of Chairman and CEO are combined, every year the
Board will deliberate on this choice.
Ordinary Meeting of the 21st to the 38th resolutions
Appointment of the members of the Board of
Directors
- the twenty-first to the thirty-seventh
resolutions -
If according to its recommendations, you approve the change
to the organization of corporate governance, the Supervisory
Board proposes that, in accordance with the conclusions of its
Remunerations, Appointments and Human Resources Committee,
that all Members of the current Supervisory Board be appointed
Directors for the remainder of their mandate, as well as Mr.Jean-
Pascal Tricoire. The Board considered it appropriate to ensure
the transition of governance before changing its composition.
However, the latter will be reviewed in 2014 because, by providing
for the appointment of Directors for the remainder of their term as
a member of the Supervisory Board, 6mandates will come up for
renewal next year. The following appointments are proposed:
•Jean-Pascal Tricoire for a term of four years (twenty-fi rst
resolution). Mr. Tricoire be appointed CEO. He will be the only
Executive Director of the Board. His biography is presented on
page 128 ;
•Mr. Henri Lachmann for a term of one year (twenty-second
resolution). Pursuant to the articles of association, Mr. Lachmann
was appointed Vice-President Lead Independant Director with
the mission of ensuring a smooth transition in the change of
governance and putting in place the Lead Independant Director
who will succeed him. His biography is presented on page 114 ;
•Mr. Léo Apotheker for a term of three years, Ms. Betsy Atkins
for a term of two years, Mr. Gérard de La Martinière for a term of
two years, Mr. Xavier Fontanet for a term of three years, Mr. Noël
Forgeard for a term of one year, Mr. Antoine Gosset-Grainville for
a term of three years, Mr. Willy R. Kissling for a term of one year,
Ms. Cathy Kopp for a term of one year, Ms. Dominique Sénéquier
for a term of two years, Mr. G. Richard Thoman for a term of
one year, Mr. Serge Weinberg, for a term of one year (twenty-
third to thirty-third resolutions). All these people are independent.
Moreover, with regard to Mr. Gérard de La Martinière as Director
or member of the Supervisory Board of Schneider Electric SA for
more than 12years, his years of service are not considered to be
a hindrance to his independence due notably to his personality
and involvement in the work and discussions on the operation
of the Audit Committees. In addition, with regard to Mr. Kissling,
who was co-opted in December 2001 and because the AFEP/
MEDEF code states that the loss of quality as independent
Director under the criterion of years of service does not occur
until the expiration of the term during which the 12-year period
has been exceeded, in this case Mr. Kissling is considered
independent. The biographies are presented on pages 114 to
120 ;
Due to Ms. Magali Herbaut having been appointed to represent
the employee shareholders in virtue of the provisions relative to
representation of the employee shareholders, her successor must
be appointed according to the procedure provided for in article
11-3 , which stipulates that when the employee shareholders
hold more than 3% of the capital at the end of a fi nancial year,
the representative for the employee shareholders must be elected
by the General Shareholder’s Meeting from among the candidates
designated by the FCPEs (collective employee shareholding plans)
Supervisory Boards investing in the company shares or designated
by the employee shareholders when their shares are held directly
and not via the FCPEs.
Candidates appointed in this fashion are: Claude Briquet, Magali
Herbaut, Thierry Jacquet and Jean-Michel Vedrine.
Following the Supervisory Board’s recommendation, the
Management Board has agreed to the 35th resolution nominating
Magali Herbaut as a Director representing employee shareholders.
Magali Herbaut’s profi le fi ts the objectives of improving gender
equity and promotion of the next generation, and, taking into
account her professional pathway within the Group, of bring more
international experience, as set by the Supervisory Board regarding
its composition.
The Management Board therefore invites you to vote solely in favor
of the 35th resolution and to abstain from the 34th, 36th, and 37th
resolutions.
In addition, the Board of Directors should appoint Claude Bébéar
as non-voting member. His biography is presented on page 120.
The biographies and the mandates of the candidates for the Director
duties to represent the employee shareholders are given below.