APC 2014 Annual Report Download - page 136

3CORPORATE GOVERNANCE
ORGANIZATIONAL AND OPERATING PROCEDURES OF THE BOARD OF DIRECTORS**
Organizational and operating 2.
procedures of the board of
directors
This section is part of the Chairman of the board of directors’ report
Missions and powers of the board of directors
The board of directors shall determine the strategic orientation of draw up management planning documents and the
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the Company’s business and oversee implementation thereof. It corresponding reports;
shall examine any and all matters related to the efficient operation approve the report drawn up by the Chairman of the board of
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of the business and make decisions about any and all issues directors as provided for in articleL.225-37 of the French
concerning the Company, within the limits of the corporate Commercial Code;
purpose, except for those matters which, by law, can only be decide on the use of authorizations granted at Shareholders’
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decided on by the shareholders in a Shareholders’ Meeting. Meetings, more particularly for increasing Company capital,
Specific powers are vested in the board of directors under French buying back the company’s own shares, carrying out employee
law and the company’s articlesof association. These include the shareholding transactions and cancelling shares;
power to: authorize the issue of bonds;
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determine the method of exercising the Senior Management of
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decide on the allocation of options or free/performance shares
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the Company; within the limits of authorizations given at Shareholders’
Meetings;
appoint executive corporate officers and also remove them from
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office (Chief Executive Officer and deputy Chief Executive authorize regulated agreements (agreements covered by
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Officers) as well as to set their compensation and the benefits articleL.225-38 et seq of the French Commercial Code);
granted to them; authorize the issue of sureties, endorsements and guarantees;
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co-opt directors whenever necessary;
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decide on the dates for the payment of dividends and any
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call the Shareholders’ Meetings and, as applicable, the
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possible interim dividends;
Bondholders’ General Meetings; The board of directors may appoint between one and three
approve the corporate and consolidated financial statements;
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non-voting members and decide to create board committees. It
draws up internal rules. It determines the allocation of attendance
draw up management reports and reports for Shareholders’
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fees; the total amount is determined by the Shareholders’ Meeting.
Meetings;
Internal regulations and procedures of the board of directors
The board of directors adopted its internal regulations on April25, is informed of major events in the life of the Group within the
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2013 and amended them on May6, 2014 to change the framework of regular contacts and monthly meetings with the
committees’ scope of competence. These internal regulations Chairman, as well as through contacts that he can have with
include the rules of procedure of the board committees (the Audit managers of Schneider Electric and possible visits to the
and Risk committee, the Governance and Compensation Group’s sites he can undertake. In addition, he can attend all
committee, the Human Resources & CSR committee and the meetings of committees of which he is not a member;
Strategy committee), and the directors’ charter as recommended can answer shareholders’ questions or meet them on
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by the AFEP/MEDEF corporate governance guidelines. The governance issues when it is considered that he is the most
regulations are reproduced on pages 306 to 312 of this annual appropriate spokesperson;
report. It is published on the company’s website reports to the Chairman on the results of the «executive
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www.schneider-electric.com. It includes 13 articles: sessions» (see below);
Article 1, on the method of exercising Senior Management and the sets the agenda for board meetings with the Chairman;
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Chairmanship and vice-chairmanship of the board of directors, chairs the Governance Committee which, starting from the
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provides that the board shall deliberate each year on the decision evaluation of the functioning of the board and that of the CEO,
to unify the functions of Chairman and Chief Executive Officer. It proposes each year to the board to continue the unified
also defines the duties and missions of the Vice-chairman functions of Chairman and Chief Executive Officer or to separate
independent lead director who is appointed when the board them and, as needed, make proposals for a successor in one or
decides to unify the functions of Chairman and Chief Executive both functions;
Officer. As such, the Vice-Chairman:
134 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC