APC 2014 Annual Report Download - page 137

CORPORATE GOVERNANCE
ORGANIZATIONAL AND OPERATING PROCEDURES OF THE BOARD OF DIRECTORS**
chairs the «executive sessions», i.e., meetings of the board of
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financial officer at board meetings as well as the presence of the
directors not in the presence of any executive member, namely relevant operational managers for the major issues presented for
the CEO and Deputy CEO; review by the board.
leads the annual evaluations of the board of directors;
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Article 5 specifies how information is handled by the board of
directors. In particular, it provides that the Chairman and CEO shall
informs the Chairman and CEO and the board of any conflicts of
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meet with each director individually once a year.
interest which could be identified;
reports on his activities during the Annual Shareholders’
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Article 6 defines the status of the directors in accordance with the
Meeting. director’s charter of the AFEP/MEDEF corporate governance
guidelines.
The charter for the Vice-chairman independent lead director is
found on page 312. The charter provides that directors:
Article 2 defines the role and powers of the board of directors. It represent all shareholders and act in the corporate interest;
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states that the board of directors shall determine the strategic must resign from the board when they have not participated in
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orientations of the Company and oversee implementation thereof. at least half the board meetings;
To enable the board to perform its missions, the Chairman or the are bound by an overall obligation of confidentiality;
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committees must inform the board of any significant event affecting
must report any and all conflicts of interest and are asked to
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the Company’s efficient operation. In addition, any acquisitions or
refrain from voting and any debate regarding the matter in
disposals of assets amounting to more than EUR250million as well
question;
as any strategic partnership agreements must be submitted to the
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board for approval. In addition, the board of directors must may not hold more than four other directorships in listed
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conduct an annual review of its composition, organization and companies outside the Group;
operation. must hold at least 1,000shares in the Company;
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Article 3 defines the principles applied by the board of directors are bound by the Group’s stock market ethics code, which
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concerning the renewal of its membership. These include assuring provides strict rules concerning their transactions on Schneider
international representation by maintaining a significant number of Electric SE shares (see below);
non-French directors, maintaining independence through skills, attend the Shareholders’ Meeting.
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availability and commitment of its members, applying the principle
Article 7 provides that non-voting members who attend board
of balanced representation of women and men on the board,
meetings in an advisory capacity are subject to the same ethics
enabling representation of employee shareholders on the board,
code as directors.
and ensuring continuity through the re-appointment of a certain
proportion of the members at regular intervals. Articles 8 to 12 apply to board committees. The content of these
articlesis provided in the section on committees below.
Article 4 organizes meetings of the board of directors. In addition
to the legal rules on the convocation of the board, the modes of Article 13 defines the scope of the internal regulations of the board
participation of the Directors, the minutes,etc., this articleprovides of directors.
for a minimum of six meetings per year, the presence of the Chief
Information on the board of directors and its members
Schneider Electric SE applies the following rules to ensure the The statutory auditors attend the portion of the board’s meetings
board of directors is properly informed: in principle, members of at which the annual and interim financial statements are reviewed.
the board have available to them a secure website on which they Between each meeting of the board of directors, aside from
receive or can peruse, 10 days before each board meeting, the interviews that they may have with the Chairman and CEO,
meeting agenda and the draft minutes of the previous meeting directors receive a monthly letter (drafted exclusively for their
and, four or five days before, documentation for the board attention), a weekly press review, all of the company’s press
meeting. The documentation includes a quarterly activities report, releases, financial analysts’ reports and other documents.
presentations on items scheduled on the agenda or notes and, as Members also have the opportunity to meet informally with key
appropriate, draft social and consolidated financial information. A members of Senior Management between the board meetings.
supplementary file may also be provided at the meeting. Each year, a one-to-one session is organized between directors
Executive Committee members are invited, depending on the and members of the Executive Committee.
subject, to present the major issues within their area of For new directors, training and information sessions may be
responsibility. organized on the Group’s strategy and businesses.
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC