APC 2012 Annual Report Download - page 289

2872012 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
2. The Governance Committee’s duties:
The C ommittee will formulate proposals to the Board of Directors in
view of any appointment made:
(i) To the Board of Directors:
–Directors or non-voting D irectors,
–Chairman of the Board of Directors, Vice-Chairman and V ice-
C hairman- L ead Independent D irector,
–Chairmen and members of committees.
(ii) For General Management of the Company. The C ommittee will
also give its opinion to the Board on nominations for any Deputy
CEO’s.
The C ommittee shall propose measures to the Board of Directors
that will reassure both S hareholders and the market that the Board
of Directors carries out its duties with all necessary independence
and objectivity. For this purpose, it will organize for yearly and two-
yearly assessments to be made of the Board of Directors. It shall
make proposals to the Board of Directors on:
•Determining and reviewing D irectors’ independence criteria and
D irectors’ qualifi cations with regard to criteria.
•Missions carried out by the committees of the Board of Directors.
•The evolution, organization and operation of the Board of
Directors.
•The Company’s use of national and international corporate
governance practices.
•The total value of D irectors’ fees proposed at annual general
S hareholders meetings together with their allocation amongst
members of the Board of Directors.
Article 11
Remunerations, Human Resources and Social
Responsibility C ommittee
1. Membership and operation of the Remunerations,
Human Resources and Social Responsibility
Committee
The C ommittee shall be comprised of at least three members.
The D irector of Group Human Resources shall be secretary to
the Remunerations, Human Resources and Social Responsibility
C ommittee.
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 serving as CEO. 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.
2. The C ommittee’s duties:
The C ommittee shall formulate proposals to the Board of Directors
on:
•Remuneration of executive corporate offi cers (Chairman of the
Board of Directors and/or CEO, Deputy CEO’s) and any forms
of benefi t granted to them. In this respect, it shall prepare annual
assessments of the persons concerned.
•Setting up plans for share subscription or purchase options
and the handing out of restricted shares as well as the value of
handing out any options or shares to executive corporate offi cers.
The C ommittee shall formulate projects on proposals made by
General Management on:
•Remuneration for members of the E xecutive C ommittee.
•Principles and conditions for determining the remuneration of
Group executives.
The C ommittee shall be informed of any nomination of members of
the E xecutive C ommittee and of main Group executives.
It shall examine succession plans for key Group executives.
The C ommittee shall prepare the Board of Directors’ deliberations
on (i) employee shareholder development, (ii) reviews made by
the Board on social and fi nancial impacts of major re-organization
projects and major human resource policies, (iii) monitoring
management of risks related to human resources and (iv) examining
the different aspects of the Group “CSR” policy.
Article 12
Strategy Committee
1. Membership and operation of the Strategy C ommittee
The C ommittee shall be comprised of at least three members.
The D irector of Group Strategy will be secretary to the Strategy
C ommittee.
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 serving as CEO. 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 and call upon the Strategy D irector.
2. The Strategy C ommittee’s duties:
The C ommittee will prepare the Board of Directors’ deliberations on
strategic matters. For this purpose:
•It shall give its opinion to the Board of Directors on the major
acquisition, joint-venture and disposal projects that are presented
to the Board for authorization.
•It shall look in detail at certain strategic matters on behalf of the
Board.
•It shall give the Board its view and understanding of major
tendencies that are relevant to Group business activities.
ARTICLE 13
Perimeter of internal regulations:
The present internal regulations have been unanimously approved
by the Board of Directors. A purely internal act, their objective
is to complete the articles of association by stipulating the main
conditions of organization and operation of the Board of Directors.
Their purpose is not to replace the articles of association. They may
not be relied upon by S hareholders or third parties for use against
members of the Board of Directors, the Company, or any Company
in the Schneider Electric Group. They may be modifi ed at any time
solely by deliberation of the Board of Directors.