APC 2014 Annual Report Download - page 124

3CORPORATE GOVERNANCE
This report includes the Chairman’s report on the composition of the board of directors, the application of the
principle of balanced representation of women and men on the board of directors, and the conditions applicable
for the preparation and organization of the work carried out by the board of directors, and the internal control and
risk management procedures implemented by the company.
The sections on governance structure, 1, 2, 3, 4, 7 (Group Senior Management compensation policy, Pension
benefits and Compensation of members of the board of directors), 9 and 10, in this section3, as well as
sections2 (Annual Shareholders’ Meetings and Voting Rights) and 7 of section7 constitute the Chairman of the
board of directors’ report provided for in articleL.225-37 of the French Commercial Code. They are indicated with
a special mention.
Governance structure
This section is part of the Chairman of the board of directors’ report.
The company is a European company with a board of directors. The functions of the Chairman and the Chief
Executive Officer are carried out by Jean-Pascal Tricoire, who was appointed Chairman and Chief Executive
Officer on April25, 2013.
On May6, 2014, the board of directors confirmed this decision, in accordance with article1 of its internal
regulations, which provides that once it has decided to unify the functions of Chairman and CEO, the board must
deliberate on this decision every year.
The exercice by Mr. Tricoire of the functions of Chairman and Chief Executive Officer seems particularly
appropriate to the board of directors taking into account:
the composition of the board, which includes 71% independent directors within the meaning of the
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AFEP/MEDEF Code;
the economic environment, which requires responsiveness by the leadership and clarity in naming the person in
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charge of directing the Group. This clarification given by the use of the title of Chairman ("Président") is
particularly necessary vis-à-vis employees, customers and partners, in France and abroad;
provisions to ensure accurate information and effective functioning by the board of directors, in particular the
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appointment of an Vice-chairman independent lead director, the principle of holding an executive session at
each meeting of the board presided by the Vice-chairman independent lead director, and the creation of four
board committees;
the requirement for the board to deliberate each year on the unification of the functions of Chairman and Chief
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Executive Officer.
The company applies the AFEP/MEDEF corporate governance guidelines, except for the few exceptions, which
are described below (see section10).
The guidelines are available online at www.medef.fr.
122 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC