APC 2012 Annual Report Download - page 6

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC4
MESSAGE FROM HENRI LACHMANN
CHAIRMAN OF THE SUPERVISORY BOARD
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Message from
Henri Lachmann
CHAIRMAN OF THE SUPERVISORY BOARD
Since a few years, we have been deeply thinking with the Supervisory
and the Management Boards about my succession plan and
Schneider Electric’s governance evolution. I took the initiative to
put in place this succession plan at the next Annual Shareholder’s
Meeting, in order to be able to participate in this transition before
the end of my term.
Consequently, our Supervisory Board, in agreement with the
President of the Management Board, would like you to approve
the adoption of a structure with a Board of Directors (Conseil
d’Administration). The Board is attached to the continued success
of the Group and its good governance. It endeavours to respect
two key principles: to maintain a strong and stable leadership and
to guarantee the independent control in the management of the
company. It intends to name Jean-Pascal Tricoire as Chairman and
Chief Executive Offi cer (Président-Directeur Général) in light of his
achievements and performance since he took the lead of the Group
in2006.
In this new governance structure, we ensured:
•to establish a clear distinction between the Chairman& Chief
Executive Offi cer and its E xecutive C ommittee in charge of
proposing, managing and executing, and the Board on the other
hand, in charge of approving and controlling;
•to set up a more signifi cant and frequent connect ion between the
directors of the Board and the management team, in particular
with the members of the Executive Committee;
•that the Board and the directors take on a real responsibility;
•and furthermore, that the Board fully carries out its controlling
responsibility over the Chairman&CEO and the management
team, and over the strategy and its execution.
In order to reinforce the Board’s role and involvement in the oversight
of the Group, the Board of Directors will name a Vice-Chairman
Lead Director, in application of the by-laws and will publish the
internal regulation of the Board of Directors. Furthermore, four
committees will be established, chaired by independent directors.
Executive sessions (without the presence of the Chairman&CEO)
chaired by the Vice-Chairman Lead Director will be included in each
Board meeting agenda. The Board will remain fl exible with respect
to the combination of the Chairman&CEO roles and will reconsider
on a yearly basis the combination of these roles.
The existing members of the Supervisory Board (who will be
nominated as directors of the Board for the remaining duration of
their terms) have built a strong relationship with the management
of our company, based on transparency, dialogue, and even on
confronting their ideas and options. By unanimous agreement,
they propose this new governance structure and are very confi dent
in its functioning, in the best interest of our shareholders and all
Schneider Electric’s stakeholders.
Schneider Electric’s 2012 performance refl ects the strength of our
strategy and the quality of the teams implementing this strategy.
The Supervisory Board would like to congratulate and thank them
for their work and effi ciency. We are highly confi dent in the profi table
development of our company and believe that Schneider Electric is
well positioned to seize opportunities related to the energy transition
and energy effi ciency in general.