APC 2013 Annual Report Download - page 324

8SHAREHOLDERS’ MEETING
STATUTS
composition and responsibilities, and which function under except for those matters which, by law, can only be decided
the supervision of the board of directors. Each committee on by the shareholders in General Shareholders Meetings or
shall report its missions at the next board meeting. by the board of directors.
The board of directors shall adopt its own rules of procedure
6. The Chief executive officer shall represent the company in its
governing its operation. dealings with third parties. In dealing with third parties, the
company is bound by acts of the Chief executive officer that
Article14: Meetings of the board of directors fall outside of its corporate purpose, unless it proves that the
third party knew that the act went beyond this purpose or
could not have been unaware thereof given the
The board of directors shall meet as often as is required in
1. circumstances, mere publication of the articlesnot being
the interest of the company, and as often at it sees fit at the sufficient to constitute such proof.
Registered Office or at any other location indicated in the
The board of directors shall determine the compensation of
convening notice.
the Chief executive officer and his/her term of office, which
It is convened by the Chairman, or, in the absence of the
2. may not exceed either the period for which the decision has
Chairman by the Vice-chairman by any means, even verbally, been made to separate the functions of Chairman and Chief
or at the request of the Chief executive officer or of at least executive officer or his/her term as Director, where
one third of the Directors if the board of directors has not applicable.
met for more than two (2) months.
The age limit of the Chief executive officer is [65] years old.
Except in the case provided for in article15 of the Articles of
3. His/her functions will expire at the latest at the end of the
Association, decisions are taken with the quorum and board meeting during the year in which he/she reaches the
majority prescribed by law. In the event of a tie, the Chairman age of [65].
of the meeting has the deciding vote. An attendance list of
At the Chief executive officer’s proposal, the board of
3.
the Directors that is signed by those who have attended the
directors can engage one or several people to assist under
meeting will be maintained.
the title of Deputy Managing Director. In agreement with the
The decisions of the board of directors may be taken by Chief executive officer, the board of directors shall determine
videoconference or by conference call in accordance with the extent and duration of the powers delegated to any
the regulations and the rules of procedure of the board of Deputy Managing Directors. Deputy Managing Directors
directors. have the same powers as the Chief executive ooficer, with
Minutes are drawn up and copies or extracts of the
4. regard to third parties. The board of directors shall determine
proceedings are issued and certified in accordance with the the compensation of the Deputy Managing Directors.
law. If the Chief executive officer ceases or is unable to perform
Article15: General Management
his duties, the Deputy Managing Directors will retain their
functions and powers until the nomination of the new Chief
executive officer, unless the board of directors decides
The general management of the company is undertaken by
1. otherwise.
the Chairman of the board of directors who will then hold the
Article16: Compensation Payable to Directors
title of Chairman and Chief executive officer, or by another
person, whether or not a member of the board of directors,
named by the board of directors, and bearing the title of The General Assembly may grant Directors, as remuneration
1.
Chief executive officer. for their work, a fixed annual sum, as attendance fees, the
The choice between these two forms of General amount of which is charged to the company’s general
Management shall be made by the board of directors, expenses.
provided that: The board of directors allocates these attendance fees
2.
the agenda of the meeting at which such decision is made
–among the Directors as it deems fit.
is sent to all the Directors at least 15 days in advance of the The board of directors may allocate exceptional
3.
meeting, provided that, as an exception to the foregoing, remuneration for missions or mandates given to Directors.
the choice between the two forms of General Management Should this be the case, the payments are charged to
may be made by the first board meeting that will be held operating expenses and subject to the approval of the
after the Combined General Shareholders Meeting of Ordinary General Assembly, following the procedure
April25, 2013 without conditions as to time limits; prescribed by law.
at least two-thirds of the Directors are present or
–
The above provisions are not applicable to agreements relating to
represented at the meeting.
current operations entered into under normal conditions.
Shareholders and third parties shall be notified of the
board’s decision in accordance with the applicable
Article17: Censors
regulations.
If the general management of the company is undertaken by
the Chairman, all of the provisions of these bylaws
The board of directors may appoint a maximum of three Censors.
concerning the Chief executive officer shall apply to the
Censors are invited to board meetings in which they participate in
Chairman. In this case, the appointment of a Vice-chairman
a consultative capacity. They may take part in Committees created
of the board of directors is mandatory, in accordance with
by the board of directors, except for the Audit committee. They
the provisions of article12.2 of the Articles of Association.
may be selected from among the shareholders or
non-shareholders and will receive an annual remuneration to be set
The Chief executive officer shall have the widest powers to2.
by the board of directors.
act in all circumstances in the name and on behalf of the
company, within the limits of its corporate purpose and
322 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC