APC 2014 Annual Report Download - page 125

CORPORATE GOVERNANCE
THE BOARD OF DIRECTORS
The board of directors 1.
This section is part of the Chairman of the board of directors’ report.
Composition of the board of directors
The board of directors must have at least three and up to Directors are appointed for four-year terms (renewable). However,
18members, all of whom must be natural persons elected by the from the age of 70, directors are re-elected or appointed for a
Shareholders’ Meeting. However, in case of death or resignation of period of two years. No more than a third of the directors may be
a member, the board may co-opt a new member. This aged 70 or over.
appointment is then subject to ratification by the next As of December31, 2014, the board of directors had 15 directors
Shareholders’ Meeting. and two non-voting members, Mr. Claude Bébéar and Mr. Gregory
3
Throughout their term, pursuant to the internal regulations, each Spierkel.
director must hold at least 1,000 Schneider Electric SE shares.
Year first Year current Independent under
Director term began term expires AFEP/MEDEF criteria
Jean-Pascal Tricoire 2013 2017 NO (performing executive
Chairman duties at the head of the
Group)
Léo Apotheker 2007 2016 YES
Vice-chairman, independent lead director
Betsy Atkins 2011 2015 YES
Xavier Fontanet 2011 2016 YES
Noël Forgeard 2005 2016 YES
Antoine Gosset-Grainville 2012 2016 YES
Magali Herbaut 2012 2017 NO (bound by an employment
contract with the company)
Jeong Kim 2011 2015 YES
Willy Kissling 2001 2016 NO (board member for more
than 12 years)
Linda Knoll 2014 2018 YES
Cathy Kopp 2005 2018 YES
Henri Lachmann 1996 2016 NO (board member for more
than 12 years)
Gérard de La Martinière 1998 2015 NO (board member for more
than 12 years)
Lone Fønss Schrøder 2014 2018 YES
Richard Thoman 2007 2016 YES
The average age of the Directors is 61. Governance Committee, the board includes an item on the
agenda to review the independence criteria vis-à-vis its members.
Seven directors, or 46% of the board members, are of
non-French origin or nationality (German: Mr. Apotheker, who also Members’ directorships and functions in other companies that
has French nationality; American: Ms. Atkins, Ms. Knoll, Mr. have business relations with Schneider Electric do not, by their
Thoman; Korean-American: Mr. Kim; Danish: Mrs. Fønss nature, affect the said directors’ independence in light of the types
Schrøder; Swiss: Mr. Kissling). of transactions involved. These transactions, if any, are carried out
on arms-length terms and are not material for either party.
One director, Magali Herbaut, represents the employee
shareholders in accordance with the provisions of articleL.225-23 As of December31, 2014, there are 15directors, 10 of whom are
of the French Commercial Code. She was appointed by the independent according to the definition contained in the
Annual Shareholders' Meeting on the recommendation of the AFEP/MEDEF corporate governance guidelines for listed
supervisory boards of the FCPEs. companies: These are Léo Apotheker, Betsy Atkins, Xavier
Fontanet, Noël Forgeard, Antoine Gosset-Grainville, Jeong Kim,
Independent directors
Linda Knoll, Cathy Kopp, Lone Fønss Schrøder, and G. Richard
Thoman.
Each year, as recommended by the AFEP/MEDEF corporate
governance guidelines and based on the report of the
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