APC 2012 Annual Report Download - page 288

286 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
meeting. Minutes of committee meetings shall be provided for
the members of the Board of Directors.
After referring the matter to the Chairman of the Board, every
committee may request studies from external consultants.
Every committee may invite any person of its choice to its
meetings, as and when required.
7. Other than the permanent specialist committees that it has
created, the Board of Directors may also decide to set up any
ad hoc committees for specifi c operations or assignments.
Article 9
The Audit and Risk C ommittee
1. Membership and operation of the Audit C ommittee:
The committee shall be comprised of at least three members,
two thirds of whom must be independent members of the Board
of Directors. At least one of the members must possess special
skills concerning matters of fi nance and accountancy and be
independent with regard to specifi ed, published criteria.
The Deputy CEO in charge of fi nance shall act as the Audit
C ommittee’s contact.
The secretary to the Board of Directors shall act as secretary to the
Audit C ommittee.
The C ommittee shall meet at least fi ve times a year. The Chairman
of the C ommittee shall draw up agendas for meetings.
The meetings shall be attended by members of the fi nance
department and of the Company’ s internal audit department and,
with respect to meetings devoted to examining accounts, by the
statutory auditors. The C ommittee may invite any person it wishes
to hear to its meetings. It may also require the CEO to provide any
documents it deems to be useful.
Outside the presence of Company representatives, the C ommittee
shall regularly hear the statutory auditors and its Chairman the
internal audit D irector.
2. The duties of the Audit C ommittee:
The Audit C ommittee m onitors questions on drawing up and
controlling accounting and fi nancial information. It prepares
the Board of Directors’ decisions in these domains. It makes
recommendations to the Board and gives its opinions. For this
purpose:
•It shall prepare for annual and half-yearly accounts to be approved
by the Board and therefore, more particularly:
–Checks the appropriateness and consistency of the
accounting methods used for drawing up consolidated and
corporate accounts, as well as checking that signifi cant
operations on Group level have been dealt with appropriately
and that rules relating to the consolidation perimeter have
been complied with.
–Examines off-balance-sheet risks and commitments as well
as the cash situation.
–Examines the process for drawing up fi nancial information.
•It acquaints itself with the annual report, which has reference
document status, the half-yearly report and, where applicable,
any remarks made by the French Financial Market authority
(AMF) concerning these reports, as well as the other key fi nancial
information documents.
•It handles follow-up on legal control of annual and consolidated
accounts made by statutory auditors, notably by examining the
external audit plan and results of controls made by statutory
auditors.
•After a consultation process, it shall suggest reappointing the
existing statutory auditors or appointing new statutory auditors.
•It shall check the independence of statutory auditors, especially
at the time of examining fees paid by the Group to their fi rm or
their network, and by giving prior approval to any missions that
are not strictly included in legal control of accounts.
•It monitors the effi ciency of internal control and risk management
systems. For this purpose:
–It shall examine the organization and resources used for
internal audit, as well as its annual work program. It shall
receive summaries of reports produced on audits on a
quarterly basis. However, the Chairman of the C ommittee
shall receive these reports in full.
–The C ommittee shall examine operational risk-mapping and
make sure that measures exist for preventing or minimizing
risks.
–It shall examine how to optimize risk coverage on the basis of
reports requested from internal audit.
–It shall examine Group internal control measures and look
into the results of entities’ self-assessments with regard to
internal control. It shall ensure that a relevant process exists
for identifying and processing incidents and anomalies.
– It shall acquaint itself with the draft report on internal control
drawn up by the Chairman of the Board of Directors.
–It shall examine rules of good conduct notably concerning
competition and ethics and the measures implemented to
ensure that these rules are circulated and applied.
The Audit C ommittee shall examine proposals for distribution as
well as the amount of fi nancial authorizations submitted for approval
at annual general shareholders meetings.
The Audit C ommittee shall examine all fi nancial and accounting
questions and questions related to risk-management submitted to
it by the Board of Directors.
The Audit C ommittee shall present the results of its duties to the
Board together with any follow-up actions that it proposes to take.
The Chairman of the Audit C ommittee shall keep the Chairman and
the Vice-Chairman-L ead Independent Director promptly informed
of any diffi culties encountered by the C ommittee.
Article 10
Governance Committee
1. Membership and operation of the Governance
Committee
The C ommittee shall be comprised of at least three members.
The Governance Committee shall be presided by the Vice-
Chairman-L ead Independent Director. Failing this, the Board shall
appoint the Chairman of the C ommittee.
The secretary to the Board of Directors shall be the secretary of the
Governance Committee.
The C ommittee shall meet at the initiative of its C hairman. The
agenda shall be drawn up by the Chairman of the C ommittee
after consultation with the Chairman of the Board of Directors. The
C ommittee shall meet at least three times a year.
In order to carry out its assignments, the C ommittee may hear any
person it wishes.