APC 2013 Annual Report Download - page 138

3CORPORATE GOVERNANCE
ORGANIZATIONAL AND OPERATING PROCEDURES OF THE BOARD OF DIRECTORS**
Organizational and operating 2.
procedures oftheboard
ofdirectors**
Missions and powers of the board of directors
The board of directors shall determine the strategic orientation of draw up management planning documents and the
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the company’s business and oversee implementation thereof. It corresponding reports;
shall examine any and all matters related to the efficient operation approve the report drawn up by the Chairman of the board of
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of the business and make decisions about any and all issues directors as provided for in articleL.225-37 of the French
concerning the company, within the limits of the company’s Commercial Code;
purposes and except for those matters which, by law, are reserved decide on the use of authorizations granted at Annual
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for the Annual Shareholders’ Meetings. Shareholders’ Meetings, more particularly for increasing
Specific powers are vested in the board of directors under French Company capital, buying back the company’s own shares,
law and the company's articlesof association. These include the carrying out employee shareholding operations and cancelling
power to: shares;
authorize the issue of bonds;
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determine the method of exercising General Management of the
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company; decide on the allocation of options or restricted/performance
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shares within the limits of authorizations given at Annual
appoint executive corporate officers and also remove them from
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Shareholders’ Meetings;
office (Chief executive officer, deputy Chief executive officers) as
well as to set their compensation and the benefits granted to authorize statutory conventions (conventions covered by
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them; articleL.225-38 and following of the French Commercial Code);
co-opt Directors whenever necessary;
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authorize the issue of sureties, endorsements and guarantees;
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call the Annual Shareholders’ Meetings and, as applicable, the
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decide on the dates for the payment of dividends and any
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Bondholders' General Meetings; possible down-payments on dividends;
approve corporate and consolidated accounts;
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The board may appoint between one and three non-voting
members and decide to create board committees. It draws up its
draw up management reports and reports for Annual
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internal regulations and procedures. It determines the allocation of
Shareholders’ Meetings;
attendance fees; the total amount is determined by the Annual
Shareholders’ Meeting.
Internal regulations and procedures of the board of directors
The board of directors adopted, on April25, 2013, its own internal can answer shareholders’ questions or meet on governance
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regulations. These internal regulations of the Committees of the issues when it is considered that he is the most appropriate
board (the Audit and Risk Committee, the governance committee, spokesperson;
Remuneration, Human Resources & CSR and the strategy report to the Chairman on the results of the “executive sessions”
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committee) and the director's charter recommended by the (see above);
AFEP/MEDEF corporate governance guidelines. It is published on sets the agenda of the board of directors with the Chairman;
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the company’s website www.schneider-electric.com. It includes 13 chairs the governance committee which, starting from the
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articles: evaluation of the functioning of the board and that of the CEO,
Article1, on the method of exercising Senior Management and the proposes each year to the board to continue the unified
Chairmanship and Vice-chairmanship of the board of directors, functions of Chairman and Chief executive officer or to separate
defines, among other items, the powers and missions of the them and, as needed, make proposals for a successor in one or
Independent Vice-chairman Lead Director who is appointed when both functions;
the board decides to combine the functions of Chairman and Chief chairs the “executive sessions”, i.e. meetings of the board of
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executive officer. Thus the Vice-chairman: directors not in the presence of any executive member, namely
is informed of major events in the life of the Group within the
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the CEO and Executive Vice-president;
framework of regular contact and monthly meetings with the leads the annual and semi-annual evaluations of the board of
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Chairman, as well as through contact that he can have with directors;
managers of Schneider Electric and possible visits to the informs the Chairman and CEO and board of any conflicts of
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Group’s sites he can undertake. In addition, he can attend all interest which could be identified;
meetings of committees of which he is not a member;
reports on his activities during the Annual Shareholders’
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Meeting.
136 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC