APC 2012 Annual Report Download - page 287

2852012 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
Any member, who has not attended at least half of the meetings
held during the year, unless there are exceptional reasons, shall
be deemed to wish to terminate his term of offi ce and shall be
invited to resign from the Board of Directors or the committee
concerned, as appropriate.
3. Members of the Board of Directors shall be bound by a general
confi dentiality obligation with respect to the deliberations of
the Board and the committees and with respect to information
which is not in the public domain, which they receive further to
performing their duties.
4. Members of the Board of Directors shall have a duty to inform
the Board of Directors of any confl ict of interest with the
Company and they shall be invited not to take part in any vote
and possibly any debate on the deliberations concerned.
5. During their term of offi ce, members of the Board of Directors
shall possess at least 1,000 shares in Schneider Electric SA. For
applying this obligation, except for the 250 shares which must
be held to comply with Article 11.1 of the articles of association,
shares held via a Company Mutual Fund essentially invested in
Company shares can be taken into account. The Schneider
Electric shares that they hold shall either be in purely registered
(nominatif pur) or in managed registered (administré) form.
6. Members of the Board of Directors shall notify the Autorité des
Marchés Financiers (the French Financial Authority) promptly,
by fax or by e-mail, with a copy to the secretary of the Board
of Directors, of all acquisitions, disposals, subscriptions or
exchanges involving Schneider Electric SA shares and all
transactions involving said securities by means of fi nancial
futures, carried out by themselves or their spouse and minor
children or other persons with whom they have close personal
links, in the sense of the application decree of Article L.621-18-2
of the Monetary and Financial Code.
7. Members of the Board of Directors undertake to comply with
the internal rules of conduct governing stock-market ethics
Group’s code of ethics, of which they have received a copy, with
respect to their personal fi nancial transactions. In consequence,
members of the Board of Directors may not acquire or dispose
of options or any other derivative relating to Schneider Electric
SA shares, except authorized hedging of stock-options plans
in order to hedge stock option plans (eg: hedging of shares
subscribed upon exercise of options).
Members of the Board of Directors shall refrain from carrying
out any transaction involving Company’s listed shares during
the 31 days before the day following publication of annual or
half-yearly accounts, and during the 16-day period before the
day following publication of quarterly information. The same
principle applies when they hold privileged information, i.e.
precise information concerning the Company, which has not
been made public and which, if it were made public, could have
a marked impact on share price or on any fi nancial instrument
related to them.
8. Members of the Board of Directors shall attend annual general
shareholders meetings.
9. Members of the Board of Directors shall be remunerated by
the payment of D irectors’ fees allocated at annual general
S hareholders meetings. The said amount will be divided by the
Board of Directors amongst its members.
10. Travelling expenses, notably including hotel and restaurant
expenses, incurred by the members of the Board of Directors
further to the performance of their duties, shall be borne by the
Company on production of supporting documents.
Article 7
Non-voting directors
The non-voting directors shall attend Board meetings in a
consultative capacity.
They shall receive the same information as the other members of
the Board. They may be appointed as members of committees,
except for the Audit Committee.
They shall act in the interests of the Company under all
circumstances.
They shall be bound by the same general confi dentiality obligation
as the members of the Board of Directors and shall be subject to
the same limitations regarding transactions involving the Company’ s
shares. Their remuneration shall be determined by the Board of
Directors.
Article 8
The committees of the Board of Directors
1. The committees created by the Board of Directors shall be as
follows:
–Governance Committee
–Audit and Risk C ommittee,
– Remunerations, Human Resources and Social Responsibility
C ommittee
–Strategy C ommittee
2. The role of these committees shall be to research and prepare
certain matters to be considered by the Board of Directors.
They shall make proposals, give recommendations and issue
opinions, as appropriate, in their area of competence.
Created by virtue of Article 13 of the articles of association,
they shall only have a consultative role and shall act under the
authority of the Board of Directors.
3. The chairmen and members of the committees shall be
appointed by the Board of Directors. However, the Vice-
Chairman-L ead Independent Director shall preside over the
Governance Committee. They shall be appointed in a personal
capacity and may not be represented.
The terms of offi ce of committee members shall coincide with
their terms of offi ce as members of the Board of Directors. The
terms of offi ce of committee members may be renewed.
4. Committees shall meet on the initiative of their Chairman or
on request from the Chairman of the Board of Directors or the
CEO.
5. The Chairman serving as CEO or the CEO shall be kept
informed of committee meetings. He shall be in regular contact
with committee chairmen.
6. Committee meetings shall be held at the Company’s registered
offi ces or any other place decided upon by the Chairman of the
committee with an agenda prepared by the latter. If necessary
they may be held by audio or video conference.
Members of the Board of Directors may attend meetings of
committees of which they are not a member. Only the members
of the committee shall take part in the committee’s discussions.
A secretary will prepare the minutes of the meetings, which shall
be recorded in an ad hoc register specifi c to each committee by
the secretary to the Board of Directors.
A report on each committee’s works shall be given by the
committee’s Chairman or one of its members at the next Board