APC 2012 Annual Report Download - page 286

284 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
Article 3
Membership of the Board of Directors
In the proposals it makes and the decisions it takes, the Board of
Directors shall ensure:
–That it refl ects the international nature of the Group’ s activities
and of its S hareholders by having a signifi cant number of
members of non-French nationality.
–That it protects the independence of the Board through the
competence, availability and courage of its members.
–That it pursues its objective of feminizing the Board of Directors
in compliance with the legal principle of attaining balanced
representation between men and women on the Board.
–That it appoints persons with the expertise required for
developing and implementing Group strategy.
–That employee shareholders shall continue to be represented
on the Board in compliance with the provisions set forth in
Article 11.3 of the articles of association.
–That it preserves the continuity of the Board by changing
some of its members at regular intervals, if necessary by
anticipating the expiry of members’ terms of offi ce.
Article 4
Meetings of the Board of Directors
1. The Board of Directors shall meet whenever the interests of
the Company so require and at the least six times per year,
including one meeting for examining strategy in detail.
Notices to attend shall be issued by all means, including orally.
They shall be sent via the Board’ s secretary.
2. Board meetings shall be convened by the Chairman or, if such
person is unable to do so, by the V ice-C hairman.
Moreover, if no Board meeting takes place for over two months,
the Chairman must convene a meeting of the Board at a date
no later than fi fteen days after at least one third of the members
of the Board have made a justifi ed request for this purpose. If
the request goes unheeded, the person or persons requesting
the meeting may convene a meeting himself or themselves,
stating the agenda of the proposed meeting.
Similarly, the Chief Executive Offi cer, if he is not Chairman of the
Board of Directors may also address a request to the Chairman
to convene a meeting on any given agenda.
The person responsible for convening the meeting shall set its
agenda. The agenda may be modifi ed or completed at the time
of the meeting.
Board meetings shall be held at the Company’s registered
offi ces. However, they may be held at any other place specifi ed
in the notice of the meeting.
3. Any member of the Board may appoint another member to
represent him at a Board meeting by means of a proxy form.
During the same meeting, each member of the Board may only
use one proxy form that he has received further to the foregoing
paragraph.
Members of the Board may attend Board meetings by
videoconference or telecommunication links, which allow them
to be identifi ed and which guarantee their effective participation.
However, for the purposes of checking and controlling annual
accounts, consolidated accounts and the management report,
the members of the Board of Directors who attend the meeting
by videoconference or telecommunication links shall not be
taken into account for the purposes of determining the quorum
or the majority.
Deliberations of the Board of Directors shall only be valid if at
least half of the D irectors are present. However, in application of
Article 15 of the articles of association, the Board of Directors
may only deliberate validly on the methods for exercising
General Management if 2/3 of the D irectors are present or
represented.
Decisions shall be taken on a majority vote by the D irectors
present or represented. In the event of equality of votes, the
Chairman of the meeting shall have the casting vote.
4. Besides the secretary to the Board of Directors, the Deputy
CEO in charge of fi nance shall attend Board meetings.
The Board of Directors shall hear operational managers
concerned by major issues submitted to examination by the
Board.
The Board of Directors may authorize persons who are not
members of the Board to attend Board meetings including by
videoconference or by telecommunication links.
5. An attendance register shall be kept at the registered offi ce.
The proceedings of the Board of Directors shall be recorded
in minutes.
The secretary to the Board of Directors shall be authorized
to certify copies or excerpts from the minutes of the Board’s
proceedings.
Article 5
Information for the Board of Directors
Members of the Board of Directors shall be provided with all the
information necessary to enable them to carry out their duties and
this within time limits that enable them to familiarize themselves
with this information in a meaningful way. They may procure any
documents they require for this purpose prior to meetings.
Any request for information made by members of the Board on
specifi c subjects shall be addressed to the Chairman serving as
CEO (and, if appropriate, to the CEO), who will reply thereto as
promptly as possible.
In order to provide members of the Board of Directors with complete
information, visits to sites and customers shall be organized for
them. Members of the Board of Directors shall have the right to
meet main Company executives. They shall inform the Chairman
serving as CEO (and, if appropriate, the CEO) thereof.
The Chairman serving as CEO shall meet each member of the
Board individually once a year.
Article 6
The status of members of the Board of Directors
1. Members of the Board of Directors shall represent all the
S hareholders and shall act in the interests of the Company in all
circumstances.
2. Members of the Board of Directors shall attend Board meetings
and meetings of the committees of which they are members.