APC 2013 Annual Report Download - page 143

CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
regarding internal control. It ensures procedures are internal audit, internal control and risk management control:
2)
implemented to identify and handle anomalies, review of the 2014/Q1 2015 Internal Audit schedule drawn
–
acknowledges the draft report of the Chairman on Internal
–up on the basis of risk mapping,
control, monitoring the Internal Audit road map realization related
–
It examines rules of good conduct notably concerning
–to2013/Q1 2014, and review of main audits,
competition and ethics and the measures implemented to review of the activities of Internal controls, particularly the
–
ensure that these rules are circulated and applied. results of evaluations/self-evaluations,
The Audit and Risk Committee shall examine proposals for
review of reporting on fraud prevention systems,
–
distribution as well as the amount of financial authorizations
review of legal risks,
–
submitted for approval at Annual Shareholders’ Meetings.
review of the financing of the IT systems strategy,
–
The Audit and Risk Committee shall examine all financial and
review of the activity solutions and the related risks,
–
accounting questions and questions related to risk-management
review of the sales policy and the related risks,
–
submitted to it by the board of directors.
review of the prevention and business continuity plans,
–
The Audit and Risk Committee presents its findings and
review of risk mitigation by means of insurance,
–
recommendations to the board. The Chairman of the Audit
review of pricing policy,
–
committee shall keep the Chairman and the Vice-chairman Lead
review of the integration of Telvent,
–
Director promptly informed of any difficulties encountered.
review of the results of due diligence on Invensys,
–
Meetings in2013
review of the implemented action plans following the
–
3
accounting error due to a fraud, detected in the accounts of
one entity in France,
In 2013, the Audit committee of the board (supervisory
review of the impact of future IFRS,
–
board/board of directors) met eight times. Its composition was
review of the Chairman's draft report on procedures for
–
unchanged throughout the year. The average duration of the
internal control and risk management;
meetings was about 3 hours and the average attendance rate was
statutory auditors:3)
100%.
review of the fees paid to the statutory auditors and their
–
Each meeting was fully or partially attended by the Deputy CEO in
networks;
charge of Finance, members of the Finance Department, the head
Corporate Governance:4)
of internal audit as well as statutory auditors. Operational
recommended dividend for2013,
–
Management also reported to the Committee. In line with the
review of the financial authorizations, whose renewal was
–
provisions of the AFEP/MEDEF code, the Chairman and CEO does
presented to the Annual Shareholders’ Meeting of April25,
not attend the Committee’s meetings.
2013.
The topics discussed by the Committee were as follows: The Audit committee has also conducted a review of the strategic
financial options.
financial statements and financial disclosures:1)
The Audit committee reported to the board on its work in 2013 at
review of the annual and interim financial statements and of
–
the February20, June18-19, July30, October24 and 17
the reports on the financial statements,
December2013 meetings.
review of goodwills, the Group fiscal position, provisions and
–
pension obligations or similar obligations,
review of investor relations documents concerning the
–
annual and interim financial statements;
Remuneration, Human Resources and CSR Committee
Composition in 2013 Operating procedures
The internal regulations and procedures of the board of directors The committee shall meet at the initiative of its Chairman or at the
stipulate that the Remuneration, Human Resources and CSR request of the Chairman and CEO. The agenda is drawn up by the
Committee must have at least three members. Chairman, after consulting the Chairman and CEO. The Committee
shall meet at least three times a year.
The Committee members are: Serge Weinberg, Chairman, Magali
Herbaut, Willy R.Kissling, Cathy Kopp and Rick Thoman. The Committee may seek advice from any person it feels will help it
with its work.
The Group Human Resources Director is secretary to the
Committee.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC