APC 2012 Annual Report Download - page 304

302 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Board of Directors. Each c ommittee shall report on its work at
the next Board meeting.
6. The Board of Directors shall adopt its own rules of procedure
governing the operation thereof.
Article 14 Meetings of the Board of Directors
1. The Board of Directors shall meet as often as is required in the
interest of the Company, and as often at it deems necessary,
at the Registered Offi ce or at any other location indicated in the
notice of meeting.
2. Notice of meetings shall be given by the Chairman, or, in the
absence thereof, by the Vice-Chairman by any means, even
verbally, or at the request of the Chief Executive Offi cer, or of at
least one third of the Directors, if the Board of Directors has not
met for more than two (2) months.
3. Except as provided for in Article 15 of these Articles of
Association, business shall be transacted on the basis of the
quorum and majority requirements prescribed by law. In the
event of a tie, the Chairman of the meeting shall have a deciding
vote. An attendance list of the Directors signed by those who
attending a meeting shall be kept.
The Board of Directors may meet by videoconference or by
conference call in accordance with the regulations and the rules
of procedure of the Board of Directors.
4. Minutes shall be prepared and copies or abstracts of the
proceedings shall be issued and certifi ed in accordance with law.
Article 15 General Management
1. The Company shall be managed either under the authority
of the Chairman of the Board of Directors, who will then hold
the title of Chairman and Chief Executive Offi cer, or of another
individual, who may, but need not, be a member of the Board of
Directors, appointed by the Board of Directors and having the
title of Chief Executive Offi cer.
The choice between these two forms of General Management
shall be made by the Board of Directors, provided that, which
may validly act only if:
–The agenda of the meeting at which such action is to be taken
is sent to all the Directors at least 15 days in advance of the
meeting, provided that, as an exception to the foregoing, the
choice between the two forms of General Management may
be made at the fi rst Board Meeting held after the Combined
General Shareholders Meeting held on April25, 2013 without
conditions as to time limits;
–at least 2/3 of the Directors are present in person or by proxy.
Shareholders and third parties shall be given notice of such
choice on the terms and conditions set forth in applicable law
and regulations.
When g eneral m anagement of the Company is assumed by
the Chairman of the Board of Directors, the provisions of these
Articles of Association relating to the Chief Executive Offi cer
shall apply to the Chairman. In this case, the appointment of a
Vice-Chairman of the Board of Directors shall be mandatory, in
accordance with Article12.2 of these Articles of Association.
2. The Chief Executive Offi cer shall have the broadest authority
to act in any and all circumstances in the name and on behalf
of the Company, within the limits of the c ompany purposes
thereof and except for those matters which are reserved by
law expressly to the shareholders at General Shareholders
Meetings or to the Board of Directors.
The Chief Executive Offi cer shall represent the Company in
its dealings with third parties. In dealing with third parties, the
Company shall be bound by actions of the Chief Executive
Offi cer that fall outside of its c ompany purposes, unless it can
be shown that the third party knew that the action was ultra
vires such purposes or that it could not have been unaware
thereof given the circumstances, provided that mere publication
of these Articles shall not suffi ce to constitute such proof.
The Board of Directors shall determine the compensation of the
Chief Executive Offi cer and his/her term of offi ce, which may not
exceed either the period with respect which the responsibilities
of Chairman and of Chief Executive Offi cer are separated, or
his/her term of offi ce as Director, as the case may be.
The age limit of the Chief Executive Offi cer shall be 65years old.
His/her responsibilities will terminate no later than the end of the
fi rst Board meeting held after he/she reaches the age of 65.
3. On the Chief Executive Offi cer’s recommendation, the Board
of Directors may appoint one or more people to assist him/
her having the title of Deputy Managing Director. In agreement
with the Chief Executive Offi cer, the Board of Directors shall
determine the extent and duration of the powers delegated to
any Deputy Managing Directors. Deputy Managing Directors
have the same powers as the Chief Executive Offi cer, with
regard to third parties. The Board of Directors shall determine
the compensation of the Deputy Managing Directors.
When the Chief Executive Offi cer is no longer able to exercise,
or is prevented from exercising, his/her responsibilities, the
Deputy Managing Directors shall remain in offi ce and shall retain
their authority, until a new Chief Executive Offi cer is appointed,
unless otherwise decided by the Board.
Article 16 Compensation of Directors
1. As remuneration for their work, the Shareholders may grant
Directors a fi xed annual sum, as d irectors ’ fees, the amount of
which shall be charged to the Company’s general expenses.
2. The Board of Directors shall distribute such d irectors ’ fees
among the Directors as it deems fi t.
3. The Board of Directors may award exceptional remuneration
for missions or mandates or tasks given to Directors. Should
such be the case, the payments shall be charged to operating
expenses and subject to the approval at an Ordinary General
Shareholders’ Meeting, in accordance with the procedure
prescribed by law”
III.
(a) Articles 22 to 28 shall be renumbered beginning with 18, as
Articles 18 to 24.
(b)
(i) Article 16 shall become Article 17;
(ii) In Articles 17 and 19 (new) the words “Management Board”
and/or “Supervisory Board” shall be replaced by “Board of
Directors”;
(iii) In the last paragraph of Article 19 (new), the words “member of
the Management Board” shall be deleted.
(c) In Articles 20 and 22 (new), the words “Management Board”
shall be replaced by “Board of Directors”.
***
The Shareholders hereby resolve that, the Board of Directors in
offi ce at the time of the General Shareholders’ Meeting held to
consider and act on the fi nancial statements for the fi nancial year
ending on December 31, 2013, shall present and adopt the fi nancial
statements and annual report in respect of such fi nancial year.