APC 2013 Annual Report Download - page 139

CORPORATE GOVERNANCE
ORGANIZATIONAL AND OPERATING PROCEDURES OF THE BOARD OF DIRECTORS**
The charter of the Vice-chairman Lead Director is found on page Article5 specifies how information is handled by the board of
304. directors. In particular, it provides that the Chairman and CEO shall
meet each Director individually once a year.
Article2 defines the role and powers of the board of directors. It
states that the board of directors shall determine the strategic Article6 defines the status of the Directors. This is in compliance
orientation of the company and oversee implementation thereof. To with the director’s charter contained in the AFEP/MEDEF corporate
enable the board to exercise its missions, the Chairman or the governance guidelines.
Committees must inform the board of directors of any significant It also provides that the Directors:
event affecting the company’s efficient operation. In addition, any represent all shareholders and act in the corporate interest;
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acquisition transactions or disposals of assets amounting to more
than EUR250million as well as any strategic partnership resign from the board when they have not participated in at least
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agreement must be submitted to the board for approval. In half the board meetings;
addition, the board of directors must conduct an annual review of comply with an overall obligation of confidentiality;
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its composition, organization and operation. report any and all conflicts of interest and they are asked to
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Article3 defines the principles applied by the board of directors refrain from voting and any debate regarding the matter in
concerning the renewal of its membership. These include assuring question;
international representation by maintaining a significant number of hold at least 1,000shares of Company stock;
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non-French Directors, maintaining independence through the abide by strict rules regarding transactions involving Schneider
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competence, availability and courage of its members, the ElectricSA stock (no trading allowed in the 31days preceding
application of the principle of equal representation of women and
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the day following the publication of the annual or interim financial
men on the board, ensuring continuity through the re-election of a statements and in the sixteen days preceding the day following
certain proportion of the Members at regular intervals and enabling publication of quarterly reports,etc.);
representation of employee shareholders.
attend the Annual Shareholders’ Meeting.
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Article4 organizes meetings of the board of directors. In addition
Article7 states that non-voting members who attend meetings of
to the legal rules on the convocation of the board, the modes of
the board of directors in a consultative capacity are subject to the
participation of the Directors, the minutes,etc., this articleprovides
same Code of Ethics as Directors.
for a minimum of six Annual Meetings, the presence of the Deputy
CEO in charge of Finance at board meetings as well as the Articles8 to 12 apply to the Committees. The content of these
presence of operations managers concerned for the major issues articlesis provided in the section on Committees below.
presented for review by the board. Article13 defines the scope of the internal regulations of the board
of directors.
Information on the board of directors and its members
Schneider Electric lays down the following rules so as to ensure of directors. Each year, a “one to one” session is organized
the board of directors is properly informed: in principle, members between Directors and members of the executive committee.
of the board have available to them a secure website on which For new Directors, training and information sessions are organized
they receive or can peruse, 10 days before each board meeting, on the strategy and businesses of the Group.
the meeting agenda and the draft minutes of the previous meeting Schneider Electric has adopted an Ethics Code for members of the
and, four or five days before, documentation for the board board of directors and employees of the Group designed to
meeting. The documentation includes a quarterly activities report, prevent insider trading. Under the terms of these provisions, both
the text of presentations scheduled on the agenda or notes and, Directors and employees are barred from trading Company shares
as appropriate, draft accounting and financial information. and shares in companies for which they have information that has
Supplementary documentation may also be provided at the not yet been made public on these companies. In addition, they
meeting. may not trade Schneider ElectricSA shares during the 31 days
Executive committee members are invited, depending on the preceding the day following publication of the annual and interim
subject, to present the major issues within their area of financial statements, nor during the 16 days preceding the day
responsibility. following publication of a quarterly update, nor may they engage in
The statutory auditors attend the part of the meetings of the board any type of speculative trading involving Schneider ElectricSA
of directors at which the annual and interim financial statements shares (including margin trading, purchasing and selling shares in a
are reviewed. period of less than four months,etc.). In addition, in accordance
with the AFEP/MEDEF code guidelines, senior corporate officers
Between each meeting of the board of directors, aside from also undertake not to enter into hedges of shares resulting from
interviews that they may have with the Chairman and CEO, exercise of options and performance shares they are required to
Directors receive a monthly letter (drafted exclusively for their hold (see page 284). These restrictions supplement the prohibition
attention), a weekly press review, all of the company’s press against hedging unvested shares and performance share options
releases, financial analysts’ reports and other documents. during the vesting period.
Members also have the opportunity to meet informally with key
members of Senior Management prior to the meetings of the board
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC