APC 2013 Annual Report Download - page 144

3CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
Responsibilities
the annual 2013 long-term participation plan and more
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specifically the implementation of the annual performance share
The Committee shall formulate proposals to the board of directors
plans and the allocation of stock grants to members of the
on:
management board, in accordance with the AFEP/MEDEF
guidelines of October6, 2008.
compensation of senior corporate officers (Chairman of the
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board of directors and/or CEO, Deputy CEOs) and any forms of The remuneration, human resources & CSR committee of the
benefit granted to them. In this respect, it shall prepare annual board of directors took over some of the responsibilities of the
assessments of the persons concerned; remunerations, appointments and human resources committee of
the supervisory board. It met three times. The attendance rate by
setting up plans for share subscription or purchase options and
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its members was 100%. It reported on its work to the board at the
the handing out of restricted shares as well as the value of June18-19, October24 and December17, 2013 meetings.
handing out any options or shares to senior corporate officers.
The remuneration, human resources & CSR committee made
The committee shall formulate projects on proposals made by
recommendations to the board of directors concerning:
General Management on:
compensation of senior corporate officers (amount and structure
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compensation for members of the executive committee;
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of the 2014 compensation);
principles and conditions for determining the compensation of
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the status of senior corporate officers;
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Group executives.
the 2014 long-term incentive plan;
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The committee shall be informed of any nomination of members of
the executive committee and of key Group executives. the launch in2014 of a new Group employee share issue;
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It shall examine succession plans for key Group executives. the compliance of the status of senior corporate officers with the
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AFEP/MEDEF guidelines of June2013.
The committee shall prepare the board of directors’ deliberations
The committee also reported to the board on:
on (i) employee shareholder development, (ii) reviews made by the
board on social and financial impacts of major re-organization its 2013/2014 annual schedule;
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projects and major human resource policies, (iii) monitoring the review of the performance of members of the executive
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management of risks related to human resources and (iv) committee;
examining the different aspects of the Group “CSR” policy. the review of succession plans for senior corporate officers and
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Meetings in2013
members of the executive committee;
the review of the policy of male/female equal opportunities and
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compensation;
The remuneration, appointmentsandhuman resources committee,
the compensation policy of Group Senior Management;
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which met on February19, 2013 with all members present, made
recommendations to the supervisory board concerning: the review of the performance of members of the Executive
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Committee for 2014.
the compensation of members of the management board
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(amount and structure of 2013 compensation, 2013 targets and
level of achievement of 2012 targets);
Governance committee
Composition in 2013
The Secretary to the board of directors shall be the secretary of the
committee.
The board of directors internal regulations and procedures stipulate
Responsibilities
that the governance committee must have at least three members.
It is chaired by the Vice-chairman Lead Director.
The committee members are Henri Lachmann, Chairman, Léo The committee will formulate proposals to the board of directors in
Apotheker, Claude Bébéar, Willy R.Kissling and Serge Weinberg. view of any appointment made:
Operating procedures
to the board of directors as:(i)
Director or non-voting member,
–
Chairman of the board of directors, Vice-chairman and
–
The Committee shall meet at the initiative of its Chairman or at the
Independent Vice-chairman Lead Director,
request of the Chairman and CEO. The agenda is drawn up by the
Chairman and committee member;
–
Chairman, after consulting the Chairman and CEO. The Committee
for General Management of the company. The committee will(ii)
shall meet at least three times a year.
also give its opinion to the board on proposed nominations
The Committee may seek advice from any person it feels will help it
for any Deputy CEOs.
with its work. The committee shall propose provisions to the board of directors
Members of the board of directors may attend meetings of that will reassure both Shareholders and the market that the board
committees of which they are not a member. Only the members of of directors carries out its duties with all necessary independence
the committee shall take part in the committee’s discussions. and objectivity. For this purpose, it will organize annual and
142 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC