APC 2013 Annual Report Download - page 145

CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
biannual assessments to be made of the board of directors. It shall the composition of the board of directors and its committees;
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make proposals to the board of directors on: the qualification of the members of the board with regard to the
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independence criteria;
determining and reviewing the independence criteria of the
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Directors and their qualifications with regard to these criteria; the amount of attendance fees.
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the responsibilities of the committees of the board of directors;
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The committee also reported to the board on:
the evolution, organization and operation of the board of
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the review of the work of the management board and the
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directors; assessment of the performance of its members;
the company’s application of national and international
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the review of the draft report from the Chairman of the
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corporate governance practices; supervisory board on corporate governance.
the total value of Directors’ fees proposed at the Annual
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The governance committee met three times. The attendance rate
Shareholders’ Meeting together with their allocation amongst by its members was 93%. It reported on its work to the board at
members of the board of directors. the July30, October24 and December17, 2013 meetings.
Meetings in2013
The governance committee made recommendations to the board
of directors on:
the succession of the Vice-chairman Lead Director;
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In 2013, the governance committee of the board of directors took
over the responsibilities of the remuneration, appointments and the composition of the board and its committees;
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human resources committee of the supervisory board.
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the adoption by the company of the status of a European
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Company;
The latter committee, which met on January22 and February19,
2013, and whose attendance rate was 90%, made the rules on the allocation of attendance fees;
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recommendations to the board on: the adaptation of the internal regulations and procedures of the
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the proposed mode of governance of the company (draft
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board, in particular to conform with the AFEP/MEDEF
articlesof association, internal regulations and procedures of the recommendations of June2013.
board, the Charter of the Lead Director);
Strategy committee
Composition in 2013 Responsibilities
The internal regulations and procedures of the board of directors The committee will prepare the board of directors’ deliberations on
stipulate that the Strategy committee must have at least three strategic matters. For this purpose, it:
members. shall give its opinion to the board of directors on projects
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The committee is composed of Xavier Fontanet, Chairman, Léo involving major acquisitions, joint ventures and disposals that are
Apotheker, Betsy Atkins, Noël Forgeard (since July2013) and presented to the board for authorization;
Jeong Kim. examine in detail certain strategic matters on behalf of the
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board;
Operating procedures
give the board its view and understanding of major trends that
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are relevant to Group business sectors.
The committee shall meet at the initiative of its Chairman or at the
Meetings in2013
request of the Chairman and CEO. The agenda is drawn up by the
Chairman, after consulting the Chairman and CEO. The committee
shall meet at least three times a year. In 2013, the Strategy committee met four times: The average
duration of the meetings was about two hours and the average
In order to carry out its assignments, the committee may hear any
attendance rate was 100%. The committee, which has set its work
person it wishes and call upon the Strategy Director.
program nased on requests from all of the directors, has primarily
Members of the board of directors may attend meetings of focused its work on:
committees of which they are not a member. Only the members of
the review of the Invensys acquisition project;
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the committee shall take part in the committee’s discussions.
the in-depth review of the distribution;
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The Director of Strategy is secretary to the committee.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC