APC 2014 Annual Report Download - page 126

3CORPORATE GOVERNANCE
THE BOARD OF DIRECTORS
In addition, Jean-Pascal Tricoire, as Chief Executive Officer, composition, organization and operations. Board members
Magali Herbaut, as employee shareholder representative, and believe that the work of the board, which was already considered
Gérard de La Martinière, Willy Kissling and Henri Lachmann, who to be excellent, has improved with the new governance and in
have served on the board for over 12 years, are not considered to particular the contribution of the committees to the board’s work.
be independent directors under the AFEP/MEDEF guidelines. The directors highlighted the great transparency of management,
the openness of discussions, and the remarkable fit with the
The AFEP/MEDEF corporate governance guidelines for listed board members.
companies recommend that there be, in non-controlled
companies, at least 50% independent directors on the board. The assessment also highlighted the board’s strong
Directors representing employee shareholders are not recognized complementarity of skills, member involvement, and great
in calculating this percentage. The share of independent directors capacity for change, adaptation and learning. The performances
of the company, excluding Magali Herbaut, who represents of the Chairman and the Vice-chairman independent lead director
employee shareholders, comes to 71%. are unanimously acknowledged and appreciated.
Self-assessment of the board of directors
On the proposal of the Governance and compensation
committee, the board has adopted the following points for
improvement:
The AFEP/MEDEF corporate governance guidelines for listed further study on improving the composition of the board and
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companies provide that the board of directors must make a formal the skills that could enhance it, in accordance with the
self-assessment at least once every three years. Pursuant to its objectives and guiding principles set out in article3 of the
internal regulations, Schneider Electric SE’s board of directors board’s internal regulations;
annually reviews its composition, organization and operations, as hold an annual strategy session, over two full days, including a
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well as those of its committees. This yearly assessment alternates «speed dating» session between the directors and the
each year between a written questionnaire sent to the board members of the Executive Committee;
members and an individual interview with each member. The
organize an information/training session for directors dealing
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evaluation is conducted under the leadership of the Vice-chairman
with Human Resources and CSR issues;
independent lead director.
improve reporting on the committees’ work to the board by
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For 2014, such self-assessment was conducted by using a showing presentations in support of each chair’s oral reports to
written questionnaire sent to each member of the board in encourage discussion within the board on the issues addressed
November2014. The summary of responses was the subject of a in committees;
thorough review by the Governance and compensation committee
and was reviewed by the board on December 16, 2014 in the improve risk review by inviting members of the Strategy
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Governance and compensation committee’s report. committee to attend the meeting of the Audit and risk
committee which reviews the risk matrix.
This exercise resulted in a unanimously very positive assessment
of the board of directors and its committees in terms of
Proposal to the Annual Shareholders’ Meeting on the composition of the board
of directors
It is proposed that the Annual Shareholders’ Meeting of April21, Betsy Atkins and Jeong Kim would have their directorships(ii)
2014 appoints Gregory Spierkel as director and renew the terms of renewed for a term of four years. They will be independent
office that are expiring. If the Annual Shareholders' Meeting directors.
approves the proposals submitted to its vote:
Gérard de La Martinière, Chairman of the Audit and risk(iii)
committee, would have his directorship renewed for a term
Gregory Spierkel, who was appointed as a non-voting(i) of two years.
member by the board of directors on October28, 2014, will
be appointed as a director for a term of four years. He will be
The renewed board would have:
an independent director. Gregory Spierkel, 57, Canadian
a 73% share of independent directors (excluding consideration
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citizen, who was CEO of Ingram Micro Inc. (US), will bring to
of Magali Herbaut in accordance with the calculation methods
the board his international experience, his knowledge of the
used in the AFEP/MEDEF corporate governance guidelines for
supply chain in a digital world, and his expertise in the field of
listed companies);
electronics and data processing.
a 31% share of women directors; and
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a balanced composition (50%-50%) between directors who are
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French citizens or from French origin and those who are not
French citizens or from French origin.
124 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC