APC 2012 Annual Report Download - page 303

3012012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
or more s upervisory b oard s into a group responsible for
designating, at its discretion, no more than a maximum
of two candidates;
b) When the voting rights attaching to shares held
directly by employees or indirectly by employees or
former employees through mutual funds invested in
the Company’s shares, are exercised directly by such
employees or former employees, the candidates shall
be nominated by a written ballot process initiated by the
Chief Executive Offi cer. Only candidates endorsed by a
group of employee shareholders together representing at
least 5% of the shares held by employees who exercise
their voting rights directly shall be eligible for election;
c) Candidates for election to become a representative
of employee shareholders on the Board of Directors
must be employed under an employment contract that
qualifi es them to sit for a four-year term and must hold
at least 25Company shares or an equivalent number of
units in a mutual fund invested in the Company’s shares;
d) The conditions and procedures for the nomination
of candidates not specifi ed by applicable laws and
regulations and these Articles of Association shall be
determined by the Chief Executive Offi cer, particularly as
regards the timeline for the selection of candidates;
e) The list of duly nominated candidates shall be drawn up
by the Chief Executive Offi cer and appended to the notice
for the General Meeting at which the member of the
Board of Directors representing employee shareholders
is to be elected.
(iii) The candidate who receives the greatest number of votes
cast by the shareholders present in person or by proxy at the
general meeting shall be elected.
If the seat on the Board of Directors reserved for a representative
of employee shareholders and fi lled as set forth above becomes
vacant, his/her successor shall be chosen on the same basis no
later than the next General Meeting, or if the next General Meeting
is held within three months of the seat becoming vacant, then at
such General Meeting. The Board of Directors may meet and validly
transact business pending the appointment or election of a new
member representing employee shareholders.
The selection process for the representative of employee
shareholders entering his/her fi rst term on the Board of Directors
following a change in the administration and management of the
Company, as decided at the Extraordinary General Meeting held
April 25, 2013, shall be validly conducted by the implementation,
prior to the change, of the procedure set forth in Article 11c) in the
Company’s Articles of Association, as in force for the members of
the Supervisory Board.
Article12 Chairman of the Board of Directors –
Office of the Board of Directors
1. The Board of Directors shall appoint from its members a
Chairman, for whom the term of offi ce shall be determined
within the limits of his/her term as a Director, and shall determine
his/her compensation.
The Chairman of the Board of Directors shall be eligible for re-
appointment. The age limit of the Chairman of the Board of
Directors shall be 70years; and the Chairman’s responsibilities
shall expire no later than at the end of the fi rst Board meeting
held after he/she reaches the age of 70years.
The Chairman shall represent the Board of Directors. He/she
shall organize and direct the work thereof and shall report
thereon at the General Shareholders’ Meeting. He/she shall
ensure the smooth functioning of the Company management
and governance bodies and, in particular, shall ensure that the
Directors are able to fulfi ll their responsibilities.
2. In addition, the Board of Directors, at its discretion, shall appoint
from among its members a Vice-Chairman for whom the term
of offi ce shall be determined, within the limits of his/her term as
a Board Member.
As an exception to the foregoing, the appointment of a Vice-
Chairman shall be required, if the positions of Chairman and
Chief Executive Offi cer of the Board of Directors are exercised
by the same person. In such case, the Vice-Chairman shall also
serve as Lead Director. The duties of the Lead Director shall be
prescribed by the rules of procedure of the Board of Directors.
If the fi rst meeting of the Board of Directors to be held after the
Combined General Shareholders Meeting held April 25, 2013
chooses to appoint a Chief Executive Offi cer, the fi rst Vice-
Chairman, Lead Director will be the former Chairman of the
Supervisory Board, for the remainder of his/her term.
3. The Board of Directors shall appoint a Secretary who may,
but need not, be a Director or shareholder and who, along
with the Chairman and Vice-Chairman, will form the Offi ce of
the Chairman. In the absence of the Secretary, the Board of
Directors will appoint one of its members or a third party to act
in his/her stead.
4. Meetings of the Board of Directors shall be chaired by the
Chairman. In the event the Chairman is absent, Board meetings
shall be chaired by the Vice-Chairman, or by default, a Director
chosen by the Board at the beginning of the meeting.
Article 13 Powers and Duties of the Board
ofDirectors
1. The Board of Directors shall determine the strategic orientation
of the Company’s business and oversee implementation
thereof. It shall examine any and all matters related to the
effi cient operation of the business and make decisions about
any and all issues concerning the Company, within the limits of
the Company’s purposes and except for those matters which,
by law, are reserved to the shareholders acting at General
Shareholders Meetings.
In dealing with third parties, the Company is bound by actions
of the Board of Directors that fall outside Company’s purposes,
unless it can be shown that the third party knew that the action
was ultra vires such purpose, or could not have been unaware
thereof given the circumstances, provided, however, that mere
publication of these Articles shall not be suffi cient to constitute
such proof.
2. The Board of Directors shall conduct any reviews or a udit s and
verifi cations that it considers appropriate. The Board of Directors
shall be provided with any and all necessary information to
accomplish its tasks and may receive any documents that it
deems necessary.
3. In addition, the Board of Directors may grant special authority
to one or more Directors or to any other third party, who may,
but need not, be a shareholder, to perform one or more specifi c
tasks, with, or without, the power to delegate all or part of their
authority to another person.
4. The Board of Directors may authorize the Chief Executive
Offi cer to give payment conditions, guarantees or sureties on
behalf of the Company, within a limit determined by the Board
of Directors.
5. In addition to the specialized c ommittee described in Article
L.813-29 of the Code of Commerce, the Board of Directors
may appoint from among its members one or more specialized
c ommittees , the membership and responsibilities of which it
shall determine, which operate under the supervision of the