APC 2013 Annual Report Download - page 140

3CORPORATE GOVERNANCE
BOARD MEETINGS
Board meetings** 3.
The board held nine meetings in 2013 (two meetings of the primarily devoted to discussing the company’s corporate
supervisory board and seven meetings of the board of directors). governance and strategy, reviewing operations and the annual and
The meetings lasted threehours and fifty minutes on average with interim financial statements and preparing the Annual
an average participation rate of board members of 92%. They were Shareholders’ Meeting.
Corporate Governance
Based on advice from its remuneration, appointments and human Based on the report by governance committee or the
resources committee, and/or the audit committee, the supervisory Remuneration, Human Resources and CSR, the board of
board: directors, established by the Annual Shareholders’ Meeting of
April25, 2013, has:
discussed in the context of its work the succession of its
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Chairman, Henri Lachmann, the organization of the new appointed Jean-Pascal Tricoire Chairman and CEO, and Henri
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governance and, more particularly, strong controls to ensure Lachmann Vice-chairman Lead Director. It also decided on the
that the board receives correct information and functions composition of the Committees (see above), emphasizing that all
properly. The board has created an internal regulations project board members belong to at least one Committee. Claude
for the board of directors (see above and pages 136 and 137), Bébéar and Jeong Kim were also appointed non-voting
which provides for, in particular, holding executive meetings members. Jeong Kim was later (October25) co-opted Director
chaired by the Independent Vice-chairman Lead Director, four after the departure of Dominique Sénéquier, who resigned on
review committees (the Audit and Risk Committee, the June25;
governance committee, the Remuneration, Human Resources & discussed the composition of its membership and that of its
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CSR Committee and the strategy committee); Committees and the principle of equal representation of women
reviewed the management board’s operations and evaluated the
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and men. It is, on the proposal of the governance committee,
members of the management board; stipulated that Léo APOTHEKER will replace Henri LACHMANN
as Independent Vice-chairman Lead Director at the end of the
approved the compensation of members of senior corporate
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Annual Shareholders’ Meeting of May6, 2014;
officers (appraisal of attainment of their personal targets for 2012
and determination of the rules relating to their compensation for set the 2013 compensation of Jean-Pascal Tricoire and
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2013: fixed part, performance incentives). The principles and Emmanuel Babeau, and renewed/adopted their articlesof
rules applied by the board in determining compensation and incorporation and approved the compensation of the Lead
benefits for corporate officers are presented below (see Director under the terms of regulated agreements (see
pages136 and 137); page159);
approved the Chairman's report on the composition of the
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decided on capital increases reserved for Group employees
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board and the application of the principle of equal representation (Wesop);
of women and men on the board, and the conditions applicable deliberated on the transformation of the company to a European
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for the preparation and organization of the work carried out by Company (see pages 301 and 302).
the board, and the internal control and risk management The board of directors held an “executive session” during which
procedures implemented by the company; each member gave his or her opinion on the operation of the
authorized the implementation of the long-term incentive plan for
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Group's Senior Management, the board and its Committees, and
2013 by the management board. It has approved the also expressed concerns about the Group’s strategy. In addition,
performance criteria and the shares granted to the senior the board discussed the compensation of the Chairman and CEO
corporate officers; and the Executive Vice-president, not in the presence of the
validated the ca lculation of the level of achievement of
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interested parties.
performance criteria applicable to stock grant plans
No.10and11.
Strategy
The board of directors conducted an in-depth review of the of Invensys, after reviewing the project and hearing the strategy
Group’s strategy at a one-and-a-half-day meeting devoted entirely committee and Audit and Risk Committee's reports. It was also
to this topic, as it does each year. It also authorized the acquisition informed of other acquisitions by the Group.
138 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC