APC 2012 Annual Report Download - page 284

282 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8 APPENDIX: INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS
ANDCHARTER OF THE VICE-C HAIRMAN INDEPENDANTDIRECTOR
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2. Appendix: Internal regulations
of the Board of Directors
andcharter of the Vice-C hairman
IndependantDirector
Internal regulation of the Board of Directors of Schneider Electric SA
Schneider Electric refers to the AFEP/MEDEF corporate governance
code (April 2010).
The present internal regulations have been drawn up in application
of Article 13.3 of the Company’s articles of association.
They were adopted by the Board of Directors on April … 2013.
Article 1
Method of exercising General Management –
Chairmanship and Vice-Chairmanship of the Board
of Directors
A. Method of exercising General Management
1. General Management of the Company is under the responsibility
of either the Chairman of the Board of Directors, who will then
go by the title of Chairman and Chief Executive Offi cer, or of
another physical person appointed by the Board of Directors
going by the title of Chief Executive Offi cer.
2. The Board of Directors decides between these two methods
of exercising General Management at the time when the
Chairman of the Board of Directors or the Chief Executive
Offi cer is appointed or when renewing their terms of offi ce. If
the Board of Directors has decided to combine the functions
of Chairman and Chief Executive Offi cer, it will deliberate this
choice every year.
3. In order to maintain continuity in the Company’s operation if the
Chairman serving as CEO leaves his role or is prevented from
doing so, the Deputy CEO(s) shall take the interim responsibility
for General Management functions in the Company, unless
otherwise decided by the Board, until such time as a new CEO
is appointed. The Vice-Chairman shall temporarily take the
presidency of the Board of Directors.
B. Chairman of the Board of Directors
1. The Board of Directors shall elect a Chairman amongst its
members. The Chairman shall be appointed for a period that
can be no longer than his term of offi ce as a director. The
Chairman is eligible for re-election. He may be removed from
offi ce by the Board of Directors at any time.
2. The Chairman of the Board of Directors organizes and manages
the Board’s works, and reports on these works at the annual
general shareholders meeting.
3. The Chairman of the Board of Directors sets the agenda and
the schedule for Board meetings with assistance from the Vice-
Chairman-lead Director.
4. The Chairman of the Board of Directors ensures that the
different corporate bodies operate correctly and especially
that the directors are in a position to fulfi ll their mission. The
Chairman may request any document or item of information
useful to enlighten the Board of Directors when preparing its
meetings.
C. Vice-Chairman of the Board of Directors – L ead
I ndependent D irector
1. The Board of Directors may appoint a vice-chairman. The vice-
Chairman shall be appointed for a period that may not be any
longer than his term of offi ce as a director. The Vice-Chairman
is eligible for re-election. The Vice-Chairman may be removed
from offi ce by the Board of Directors at any time.
2. The Vice-Chairman shall preside over Board meetings in the
absence of the chairman.
The Vice-Chairman shall be called upon to replace the Chairman
of the Board of Directors in the event of any temporary inability
of the latter to fulfi ll his functions or his death. In the event of the
chairman’s inability to fulfi ll his functions, he will be replaced by
the Vice-Chairman as long as his inability may last and, in the
case of his death, until the election of a new chairman.
3. In exception to 1 above, and in compliance with Article 12.2 of
the articles of association, the appointment of a Vice-Chairman
is compulsory if the roles of Chairman and CEO are combined.
In this case, the Vice-Chairman also takes on the role of L ead
I ndependent D irector. In this respect:
–The Vice-Chairman is kept informed of major events in Group
life through regular contacts and monthly meetings with the
Chairman serving as CEO.
–The Vice-Chairman is consulted by the Chairman serving as
CEO on the agenda and the sequence of events for every
Board meeting as well as on the schedule for Board meetings.
–The Vice-Chairman may convene executive sessions with
non-executive members of the Board of Directors, over which
he will preside. An executive session shall be included on the
agenda of every Board meeting. It is the V ice-C hairman’s
responsibility to decide whether it should be held or not. It
is therefore held as decided by the V ice-C hairman, either
directly before or after each Board meeting. In addition, the
Vice-Chairman may convene an executive session between
two Board meetings. Any director may ask the Vice-Chairman
to convene an executive session.
–The Vice-Chairman shall promptly report to the Chairman
serving as CEO on the conclusions of executive sessions.