APC 2012 Annual Report Download - page 285

2832012 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
–The Vice-Chairman shall draw the attention of the Chairman
of the Board of Directors to any possible confl icts of interest
that he may have identifi ed.
–The Vice-Chairman is Chairman of the Governance
Committee.
–Like any other member of the Board, the Vice-Chairman
may attend any meetings of committees of which he is not
a member.
–In order to complement his knowledge, the Vice-Chairman
may meet the Group’s leading managers and visit Company
sites.
–The Vice-Chairman carries out annual and biennal
assessments of the Board of Directors and, in this context,
assesses the actual contribution of every member of the
Board to the Board’s works.
–The Vice-Chairman shall report on his actions at annual
general shareholders meetings.
–The Vice-Chairman shall meet any shareholder who wishes
so and inform the Board of their concerns on governance
matters.
4. The Vice-Chairman-L ead Independent Director must be an
independent member of the Board, as defi ned in the criteria
published by the Company.
As a transitional measure, Article 12.2 of the articles of association
provides for the fi rst Vice-Chairman-L ead Independent Director
to be the former Chairman of the Supervisory Board for the
remaining duration of his term of offi ce.
Article 2
Roles and powers of the Board of Directors
1. The Board of Directors shall determine Company business
policies and ensure that they are implemented. Subject to the
powers expressly conferred to annual general shareholders
meetings and within the limit of the corporate purpose, it shall
deal with any issue affecting the Company’s effi cient operation
and take business decisions within its remit.
2. In accordance with legal or statutory provisions, it is the Board
of Directors’ responsibility to:
–Determine the method of exercising General Management of
the Company.
–Appoint executive corporate offi cers and also remove them
from offi ce (Chief Executive Offi cer, deputy Chief Executive
Offi cers) as well as to set their remuneration and the benefi ts
granted to them.
–Co-opt D irectors whenever necessary.
–Convene annual general shareholders meetings.
–Approve corporate and consolidated accounts.
–Draw up management reports and reports for annual general
shareholders meetings.
–Draw up management planning documents and the
corresponding reports.
–Approve the report drawn up by the Chairman of the Board of
Directors as provided for in Article L.225-37 of the Commercial
Code.
–Decide on the use of the delegations of authority granted at
annual general S hareholders meetings, more particularly for
increasing Company capital, redeeming the Company’s own
shares, carrying out employee shareholding operations and
cancelling shares.
–Authorize the issue of bonds.
–Decide on the handing out of options or restricted/
performance shares within the limits of authorizations given at
annual general S hareholders meetings.
–Authorize statutory conventions (conventions covered by
Article L.225-38 and following of the Commercial Code).
–Authorize the issue of sureties, endorsements and guarantees.
–Decide on the constitution of study committees and name
their members.
–Decide on the dates for the payment of dividends and any
possible down-payments on dividends.
–Distribute D irectors’ fees allocated at the annual general
S hareholders meeting amongst members of the Board of
Directors.
In compliance with the provisions set forth in the Commercial
Code, the Board of Directors delegates all powers to the
Chairman serving as CEO (or the CEO if appropriate):
–For issuing, with the possibility of sub-delegating, sureties
endorsements or guarantees within a maximum annual
sum of 500 million euros, limited per surety, endorsement or
guarantee to:
(i) 150 million Euros for commitment guarantees made
by Group subsidiaries for Group fi nancial optimization
operations,
(ii) 250 million Euros for commitment guarantees made
by Group subsidiaries, for taking over the Company’s
commitments whenever acquisition operations are made on
companies or business activities,
(iii) 100 million Euros for other guarantees.
The above limits are not applicable to any sureties,
endorsements and guarantees that may be issued with
regard to tax or customs authorities.
–For formally noting any increases in capital following
conversions of convertible bonds, exercising warrants and
stock options, as well as subscribing to capital securities
or shares giving access to Company capital in the context
of increases in capital reserved for employees and carrying
out all prior and subsequent formalities related to any such
changes in capital and to any modifi cations to the articles of
association.
3. To enable the Board to exercise its duties as defi ned in 1 and
beyond its specifi c powers summarized in 2, the Board of
Directors:
–Shall be informed by its Chairman or by its committees of
any signifi cant event concerning the Company’s effi cient
operation as well as the successful conclusions of any
signifi cant projects.
–Shall give prior authorization for:
– All disposals or acquisitions of holdings or assets by the
Company or by a Company in the Group for a sum of more
than 250 million euros.
– Concluding any strategic partnership agreement.
–Shall make an annual review of its composition, its organization
and its operation.
4. The works of the Board of Directors and its committees shall be
included in the annual report.