APC 2014 Annual Report Download - page 139

CORPORATE GOVERNANCE
BOARD MEETINGS**
Board meetings 3.
This section is part of the Chairman of the board of directors’ report
The board held eight meetings in 2014. The meetings lasted strategy and its implementation, reviewing operations and the
fourhours and twenty minutes on average with an average annual and interim financial statements, which it approved, and
participation rate of board members of 94%. They were primarily preparing the Annual Shareholders' Meeting.
devoted to discussing the Company’s corporate governance,
Corporate Governance
Based on the reports of its committees (Governance, and approved the rules relating to the compensation of the corporate
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remuneration, Human Resources & CSR), the board of directors: officers (determining the level of achievement of their personal
objectives in 2013 and setting the rules for their 2014
discussed the composition of its membership and that of its
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compensation: fixed salary, variable pay and long-term
committees and the principle of balanced representation of incentives). The principles and rules applied by the board in
women and men. Based on the recommendation of the determining compensation and benefits for corporate officers
Governance Committee, the board proposed to the Annual are presented below (see pages150 and 151);
Shareholders' Meeting of May6, 2014 to appoint Linda Knoll decided the implementation of the 2014 long-term incentive
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and Lone Fønss Schrøder to the board of Diretors. On May6, plan. It drew up a list of beneficiaries (which includes the
2014, it appointed Léo Apotheker to succeed to Henri corporate officers) and set the terms of individual awards as well
Lachmann as Independent Vice-chairman lead director. It also as performance conditions;
renewed Claude Bébéar’s term as a non-voting member and,
on October28, 2014, appointed Gregory Spierkel as a approved the compensation of the Lead Director in accordance
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non-voting member pending the proposal of his appointment as with the rules on regulated agreements (see page 150);
a director to the Annual Shareholders’ Meeting of April21, 2015. approved the Chairman’s report on the composition of the
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It reviewed the composition of the committees (see below) as board and the application of the principle of balanced
well as their names and areas of competence. As a result, the representation of women and men on the board, and the
Governance Committee, chaired by Léo Apotheker as conditions applicable for the preparation and organization of the
Vice-chairman and independent lead director, became the work carried out by the board, and the internal control and risk
Governance and compensation committee, recognizing its management procedures implemented by the Company;
competence in matters concerning corporate officer validated the calculation of the level of achievement of
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remuneration, which was previously the purview of the performance criteria applicable to Performance Share
Compensation, Human Resources & CSR committee. The latter plans13to14ter.
is now the Human Resources & CSR committee;
decided on capital increases reserved for Group employees
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discussed whether to maintain the unification of the functions of
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(Wesop);
Chairman and CEO (see above page 122);
discussed the transformation of the company to a European
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discussed the Governance and compensation committee’s
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Company (see pages10 and 274).
report on the succession plan for corporate officers. It was
The board held an executive session during which its members
informed of the work done by the Human Resources & CSR
expressed their views on the functioning of the Senior
committee on the succession plan for members of the Executive
Management, the board and its committees, as well as the
Committee;
interactions between the Independent Vice-chairman lead director
discussed the Governance and compensation committee’s
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and the Chairman. They also discussed some elements of the
report on the findings of its self-assessment done in Group’s strategy. In addition, the board discussed the
November2014 using a questionnaire. The results of this compensation of the Chairman and CEO and the Deputy CEO, not
self-assessment are detailed on page [124]; in the presence of the interested parties.
Strategy
The board of directors conducted an in-depth review of the Strategy Committee on the work of this committee, which met four
Group’s strategy at a one-and-a-half-day meeting devoted entirely times during the year. It also monitored the integration of Invensys
to this topic, as it does each year. This meeting, held in Grenoble in through the updates that were presented on this issue at each of
June2014 at the Electropôle site, was preceded by a tour of the its meetings. The board has been informed of the moves and
laboratories. In addition, it heard the reports of the Chairman of the changes of competitors of Schneider Electric.
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