APC 2013 Annual Report Download - page 141

CORPORATE GOVERNANCE
BOARD MEETINGS
Activities and results
The board (supervisory board/board of directors) was given the internal auditors, the internal control teams and the results of the
quarterly activity reports established by the Senior Management. At entities’ internal control audits and self-audits. The audit committee
each meeting, the board also tracked business performance. It also reported on other steps taken, which it also discussed, with
also examined the company’s financial position. regard to monitoring risk management (changes to the risk
mapping, risks linked to the activity solutions, to the sales policy...),
The board was informed of the Group’s 2013 objectives. results and integration of acquisitions, prevention of fraud,
On February20, 2013, the supervisory board reviewed the 2012 business continuity, tariff policy, financing, IT strategy, information
financial statements based on the audit committee's report and the systems security, monitoring of accounting standardization and the
report by the statutory auditors, who were present at the meeting. independence of the statutory auditors. The Audit committee also
Based on the audit committee’s report, it approved the reported to the board on the steps taken with regard to the action
management board’s proposal at the Annual Shareholders’ plans implemented following the accounting error detected, which
Meeting to set the dividend at EUR1.87 per share. At its meeting was fraudulent in origin, in the accounts of one entity in France.
on July30, 2013, the board of directors reviewed and approved It ensured consistent compliance with market disclosure
the interim financial statements for the first half of 2013 based on requirements, notably through an analysis of market consensus
the audit and risk committee’s report and after seeking the opinion and issuing press releases.
of the statutory auditors.
The board carried out the procedures required by law, which
The audit committee or the audit and risk committee reported to
3
include reviewing budgets and business plans.
the board, which debated on the work carried out by the Group’s
Annual Shareholders’ Meeting 2013
The supervisory board reviewed the agenda and draft resolutions present at the Annual Shareholders’ Meeting. The board approved
to be tabled at the 2013 Annual Shareholders’ Meeting, and all resolutions presented and approved by the management board
prepared its report to shareholders. It approved the Chairman’s relative to the modification of the governance and the renewal of all
report on the operations of the supervisory board and Internal financial authorizations.
Control. Almost all of the members of the board (12/14) were
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC