APC 2013 Annual Report Download - page 142

3CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
Board Committees 4.
(composition,operating
procedures andmeetings)**
In its internal regulations and procedure, the board has set out the Committee members are appointed by the board of directors on
role, responsibilities and competences of its review committees: the proposal of the governance committee. The Committees may
The supervisory board had two committees. The board of directors commission studies from outside consultants after having referred
created four committees: the Audit and Risk Committee, the to the Chairman of the board. They may invite anybody they wish
governance committee, the Remuneration, Human Resources & to meetings, as necessary. Like any other member of the board,
CSR Committee and the strategy committee. the Vice-chairman Lead Director may attend any meetings of
committees of which he is not a member.
Audit and Risk Committee
The members, operating procedures and responsibilities of the board of directors, making recommendations to the board and
Audit and Risk Committee are compliant with the issuing opinions on financial, accounting and risk management
recommendations included in Audit committee final report issues. Accordingly, it:
published by the AMF in July2010. prepares for annual and half-yearly accounts to be approved by
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Composition in 2013
the board and, more particularly:
checks the appropriateness and consistency of the
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accounting methods used for drawing up consolidated and
The internal regulations and procedures of the board of directors
corporate accounts, as well as checking that significant
stipulate that the Audit and Risk Committee must have at least
transactions on the Group level have been dealt with
three members. Two thirds of the members must be independent
appropriately and that rules relating to the scope of
and at least one must have in-depth knowledge of accounting
consolidation have been complied with,
standards combined with hands-on experience in applying current
analyzes the scope of consolidation, risks and off-balance
–
accounting standards and producing financial statements.
sheet commitments as well as the financial position and the
cash position,
The Audit committee has three members: Gérard de La Martinière,
Chairman, Noël Forgeard and Antoine Gosset-Grainville. They are
examines the process for drawing up financial information;
–
independent and have the necessary financial or accounting reviews the draft annual report, which is also the Registration
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competence. In addition, Noël Forgeard offers particular expertise Document, and takes on board any comments by the AMF in
on industrial matters. this regard, as well as the reports on the interim financial
statements and other main financial documents;
Operating procedures
makes recommendations concerning the appointment or
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re-appointment of the statutory auditors;
The Committee shall meet at the initiative of its Chairman or at the handles follow-up on legal control of annual and consolidated
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request of the Chairman. At least five meetings are held during the accounts made by statutory auditors, including by examining the
year. external audit plan and results of controls made by statutory
auditors;
The Committee may invite any person it wishes to hear to its
meetings. The statutory auditors attend meetings at which financial verifies the auditors’ independence, in particular by reviewing
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statements are reviewed and, depending on the agenda, all or fees paid by the Group to their firm and network and by giving
some of the other meetings. It may also require the CEO to provide prior approval for assignments that, strictly speaking, fall outside
any documents it deems to be useful. It may also commission the scope of the auditing of the financial statements;
studies from external consultants. it monitors the efficiency of internal control and risk management
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systems. For this purpose, it:
The Deputy CEO in charge of Finance shall act as the Audit and
Risk Committee’s contact.
reviews the organization and resources for the internal audit,
–
as well as its annual schedule. receives a quarterly summary
The Director of internal auditing is the secretary of the Audit and
report on the findings of the audits carried out,
Risk Committee.
reviews operational risks mapping and its year-on-year
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Responsibilities
evolution. ensures procedures are implemented to prevent
and reduce them,
reviews risk mitigation,
–
A cornerstone of the Group’s Internal Control system, the Audit
reviews the rollout of the Group’s internal control system
–
and Risk Committee is responsible for preparing the work of the
and acknowledges the outcome of entities’ self-assessment
140 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC