APC 2013 Annual Report Download - page 129

CORPORATE GOVERNANCE
THE BOARD OF DIRECTORS**
The board of directors** 1.
The board of directors must have at least three and up to Each year, based on a report from the governance committee, the
18members, all of whom must be natural persons elected by the board includes an item on the agenda to review the status of its
Annual Shareholders’ Meeting. However, in case of death or members. Members’ directorships and offices in other companies
resignation of a member, the board may co-opt a new member. that have business relations with Schneider Electric do not, by their
This appointment is then subject to ratification by the next Annual nature, affect the independence of such Members in light of the
Shareholders’ Meeting. types of transactions involved. These transactions are carried out
on arms-length terms and are not material for either party.
Throughout their term, pursuant to the internal regulations, each
Director must hold at least 1,000Schneider ElectricSA shares. As of December 31, 2013, there were fourteen Directors, of which
eleven were independent Directors according to the definition
Directors are appointed for four-year terms (renewable). However, contained in the AFEP/MEDEF corporate governance guidelines for
from the age of 70, Directors are re-elected or appointed for a
3
listed companies: Léo Apotheker, Betsy Atkins, Gérard de La
period of two years. No more than a third of the Directors may be Martinière, Xavier Fontanet, Noël Forgeard,
aged 70 or over. AntoineGosset-Grainville, Jeong Kim, Willy R. Kissling, Cathy
As of December 31, 2013, the board of directors had 14Directors Kopp, G.Richard Thoman and Serge Weinberg.
and one non-voting Director. However, in relation to the partial renewal of terms of offices within
The average age of the Directors is 61. the board of directors, which is supposed to occur in May 2014,
according to the board in addition to Jean-Pascal Tricoire, Henri
Five Directors do not have French nationality (German: Mr. Lachmann and Magali Herbaut, who are not independent
Apotheker, who also has French nationality; American: Ms.Atkins, directors, Gérard de La Martinière and Willy Kissling, pursuant to
Mr. G.Richard Thoman; Korean-American: Mr.Kim, Swiss: the AFEP/MEDEF code, will no longer be counted as independent
Mr.Kissling). directors due to their seniority with the board. The other board
One director, Magali Herbaut, represents the employee members are or will be independent directors.
shareholders in accordance with the provisions of articleL. 225-23
of the French Commercial Code. She was appointed by the Annual
Shareholders’ Meeting on the recommendation of the supervisory
boards of the FCPEs.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC