APC 2012 Annual Report Download - page 290

288 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
Charter of the Vice-Chairman - Lead I ndependent Director
1. The Board of Directors may appoint a Vice-Chairman. He shall
be appointed for a period that may not be any longer than his
term of offi ce as a Director. He is eligible for re-election. He may
be removed from offi ce by the Board of Directors at any time.
2. The Vice-Chairman shall preside over Board meetings in the
absence of the Chairman.
The Vice-Chairman shall be called upon to replace the Chairman
of the Board of Directors in the event of any temporary inability
of the latter to fulfi ll his functions or his death. In the event of the
Chairman’s inability to fulfi ll his functions, he will be replaced by
the Vice-Chairman as long as his inability may last and, in the
case of his death, until the election of a new Chairman.
3. In exception to 1 above, and in compliance with Article 12.2 of
the articles of association, the appointment of a Vice-Chairman
is compulsory if the functions of Chairman and CEO are
exercised by the same person. In this case, the Vice-Chairman
also exercises the function of lead independent director. In this
respect:
–the Vice-Chairman is kept informed of major events in Group
life in the context of regular contacts and monthly meetings
with the Chairman and CEO,
–the Vice-Chairman is consulted by the Chairman and CEO
on the agenda and the sequence of events for every Board
meeting as well as on the schedule for Board meetings,
–the Vice-Chairman may convene executive sessions with
non-executive members of the Board of Directors, over which
he will preside. An executive session shall be included on the
agenda for every Board meeting. It is the vice-Chairman’s
responsibility to decide whether it should be held or not. It
is therefore held as decided by the Vice-Chairman, either
directly before or after each Board meeting. In addition, the
Vice-Chairman may convene an executive session between
two Board meetings. Any director may request the Vice-
Chairman to convene an executive session,
–the Vice-Chairman shall promptly report to the Chairman and
CEO on the conclusions to executive sessions,
–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 make site visits,
–the Vice-Chairman carries out annual and biennial
assessments of the Board of Directors and, in this context,
assess the real contribution made by every member of the
Board to its deliberations,
–the Vice-Chairman shall report on his action at Shareholders’
Annual General Meetings,
–the Vice-Chairman shall meet any shareholders who so wish
and inform the Board of their preoccupations on questions of
governance.
4 . The Vice-Chairman -Lead Independant Director must be
an independent member of the Board in respect of criteria
published by the company.
As a transitional measure, Article 12.2 of the articles of
association provides for the fi rst Vice-Chairman & lead director
to be the former Chairman of the S upervisory Board for his
remaining term of offi ce.