APC 2013 Annual Report Download - page 322

8SHAREHOLDERS’ MEETING
STATUTS
The number of shares called up and the date by which payments Shareholders who fail to make payments for shares they hold by
for such shares must be received are notified to shareholders the due date become automatically and without prior notice liable
either by means of an advertisement published at least fifteen clear to the company for payment of late penalties calculated on a daily
days in advance in a publication authorized to carry legal notices in basis as of the due date, at the legal rate of interest, without
the département in which the company has its registered office, or prejudice to the forced execution measures laid down by law.
by registered letter sent to each shareholder giving the same
period of notice.
Part III. Management of the company
Article11: Composition of the board of directors the shareholders in the General Meeting according to a
process determined by the board of directors.
The board of directors has at least three and a maximum ofa) If, however, employees of the company and of related
eighteen members. In the event of a merger, this number companies (within the meaning of articleL.225-180 of the
may be increased within the limits and conditions prescribed Commercial Code) hold over 3% of the company's capital -
by law. as evidenced by the disclosures made in the annual report in
Each Director must hold at least two hundred and fifty shares application of articleL.225-102 of the Commercial Code -
during the period he/she is in office. such member shall be elected for a four-year term by the
Ordinary General Shareholders Meeting voting on a motion
Directors are appointed for four-year terms (renewable).
b)
tabled by the shareholders referred to in articleL.225-102 of
However, the first Directors who were members of the the Commercial Code on the basis defined in paragraphs (i)
company’s supervisory board and who will be appointed at to (iii) below.
the Annual General Shareholders Meeting of April25, 2013
The member of the board of directors representing employee
(i)
will remain on the board of directors until the end of their
shareholders shall take up his/her seat on the board of
term as members of the company’s supervisory board, with
directors on the date of his/her election by the General
the exception of the first Director representing employee
Meeting. Where applicable, he/she shall replace the
shareholders, who will be appointed for a period of four
incumbent member elected based on the conditions set by
years.
the board of directors, whose term shall be considered as
Furthermore, and as an exception to the provision above, the having expired. His/her term shall end at the close of the
term given to a person aged 70 or more is of two years shareholders’ Ordinary General Shareholders Meeting called
(renewable). In addition, when an appointment is made of a during the final year of the period for which he/she was
Director who will reach the age of 70 before the expiry of elected. However, his/her term shall end ipso jure and
his/her term, its duration is limited to the period expiring at he/she will be considered as having resigned in the following
the close of the Ordinary General Shareholders Meeting cases:
called to approve the previous year's financial statements
if he/she is no longer i) an employee of the company or a
–
and held in the year during which such Director will reach the
related company within the meaning of articleL.225-180 of
age of 70. The Ordinary General Shareholders Meeting may
the Commercial Code, ii) a shareholder or a holder of units
then reappoint such Directors for a two-year (renewable)
in a mutual fund invested in the company's shares, iii) a
term.
member of the supervisory board of the company mutual
In the event that all of the members of the board of directors fund that proposed him or her as a candidate;or
were due for reappointment, the term of half of the elected if employees of the company and of related companies
–
Directors, rounded down if necessary, expires at the end of within the meaning of articleL.225-180 of the Commercial
two years and the terms of the other members at the end of Code hold less than 3% of the company's capital as
four years, based on a random draw to be performed at a evidenced by the disclosures made in the annual report
meeting of the board of directors. prepared by the board of directors in accordance with
The duties of the Directors cease at the close of the Ordinary articleL.225-102 of the Commercial Code.
General Shareholders Meeting called to approve the previous The General Shareholders Meeting shall vote on the list of
(ii)
year's financial statements and held in the year during which candidates presented by employee shareholders, selected
their appointments expire. as follows:
No more than a third of the Directors may be aged 70 or When the voting rights attached to shares held by the
a)
more. In the event of this limit being exceeded, and in the employees and former employees referred to in
absence of any voluntary resignation of a Director aged 70 or articleL.225-102 of the Commercial Code are exercised by
more, the oldest Directors shall be deemed to have resigned. the supervisory boards of mutual funds invested in the
However, should this limit be exceeded as a result of a company's shares, each of these supervisory boards shall
decrease in the total number of Directors in office, the above designate a maximum of two candidates, selected at their
requirement shall be waived in the event that, within three discretion. The company's Chief executive officer may,
months, the departed members are replaced in such a however, decide to require two or more supervisory boards
manner as to enable the number of Directors in office aged to consult together and to jointly designate a maximum of
70 or more to be maintained. two candidates;
The board of directors shall include one member
c)
representing employee shareholders, who shall be elected by
320 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC