APC 2013 Annual Report Download - page 323

SHAREHOLDERS’ MEETING
STATUTS
When the voting rights attached to shares held directly by
b) In addition, the board of directors shall, at its discretion,2.
employees or indirectly by employees or former employees appoint among its members a Vice-chairman for whom the
through mutual funds invested in the company's shares, are term of office is determined, within the limits of his/her term
exercised directly by such employees or former employees, as a board Member.
the candidates shall be designated through a written As an exception to the foregoing, the appointment of a
consultation process initiated by the Chief executive officer. Vice-chairman is required if the positions of Chairman and
Only candidates endorsed by a group of employee Chief executive officer of the board of directors are exercised
shareholders together representing at least 5% of the shares by the same person. In this case, the Vice-chairman shall
held by employees who exercise their voting rights directly also serve as Senior Independent Director. The duties of the
shall be eligible for election; Senior Independent Director shall be prescribed by the rules
Candidates for election to become a representative of
c) of procedure of the board of directors. If the first board of
employee shareholders on the board of directors must be directors to be held after the Combined General
employed under an employment contract that qualifies them Shareholders Meeting of April25, 2013 chooses to appoint a
to sit for a four-year term and must hold at least 25 Chief executive officer, the first Vice-chairman/Senior
Company shares or an equivalent number of units in a Independent Director will be the former Chairman of the
mutual fund invested in the company's shares; supervisory board, for the remaining duration of his/her term.
The conditions and procedures for the designation of
d) The board of directors shall appoint a Secretary who may be3.
candidates not specified by the applicable laws and chosen outside of the Directors and shareholders, who,
regulations and these articlesof association shall be along with the Chairman and Vice-chairman, will form the
determined by the Chief executive officer, particularly as Secretariat. If in the event the Secretary is absent, the board
regards the timeline for the selection of candidates; of directors will design one of its members or a third party to
replace him/her.
The list of duly designated candidates shall be drawn up by
e)
the Chief executive officer and appended to the notice of The board of directors is chaired by the Chairman. In the4.
meeting for the General Meeting during which the member of event the Chairman is absent, the board will be chaired by
the board of directors representing employee shareholders is the Vice-chairman, or by default, a Director designed by the
to be elected. board at the beginning of the meeting.
The candidate who receives the greatest number of votes
(iii)
Article13: Powers and Duties of the board of
cast by the shareholders present and represented at the
General Meeting shall be elected. directors
If the seat on the board of directors reserved for a representative of
The board of directors shall determine the activities of the1.
employee shareholders becomes vacant, a new representative
company and oversee their implementation. It shall examine
shall be appointed on the same basis prior to the next General
any and all matters related to the efficient operation of the
Meeting, or at the next General Meeting if it is held within three
business and make decisions about any and all issues
months of the seat becoming vacant. The board of directors may
concerning the company, within the limits of the corporate
meet and validly conduct business pending the appointment or
purpose and except for those matters which, by law, can
election of a new member representing employee shareholders.
only be decided on by the shareholders in the General
The selection process for the representative of employee
Shareholders Meetings.
shareholders entering his/her first term on the board of directors
In dealing with third parties, the company is bound by acts of
following a change in the administration and management of the
the board of directors that fall outside of the corporate
company, as decided by the Extraordinary General Meeting of
purpose, unless it proves that the third party knew that the
[April25], 2013, is effectively carried out by the implementation,
act went beyond this purpose or could not have been
prior to the change, of the procedure under article11c) in the
unaware thereof given the circumstances, mere publication
company’s Articles of Association, as in force for the members of
of the articlesnot being sufficient to constitute such proof.
the supervisory board.
The board of directors shall perform any controls and2.
Article12: Chairman of the board of directors –
verifications that it considers appropriate. The board of
directors shall be provided with all necessary information to
Office of the board of directors accomplish its tasks and may receive any documents that it
deems necessary.
The board of directors shall appoint, among its members, a
1. In addition, the board of directors may give special authority3.
Chairman, for whom the term of office is determined, within to one or several Directors or to any other third party, who
the limits of his/her term as a Director, as well as his/her may or may not be a shareholder, to fulfill one or several
compensation. specific purposes, and may or may not authorize such
The Chairman of the board of directors may be re-elected. person to delegate all or part of their authority to another
The age limit of the Chairman of the board of directors is set person.
at [70] years; and the Chairman’s functions expire no later The board of directors may authorize the Chief executive
4.
than at the end of the first Board meeting after he/she officer to give conditions, endorsements or warranties on
reaches the age of [70] years. behalf of the company, within a limit determined by the board
The Chairman represents the board of directors. He of directors.
organizes and directs the work of the latter, which he reports In addition to the specialized committee provided for in
5.
to the General Assembly. He ensures the smooth functioning articleL.813-29 of the Commercial Code, the board of
of the bodies of the company, and in particular ensures that directors may appoint among its members one or more 8
the Directors are able to fulfil their missions. specialized committees, of which it determines the
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC