APC 2014 Annual Report Download - page 140

3CORPORATE GOVERNANCE
BOARD MEETINGS**
Activities and results
The board of directors read the quarterly business reports customers, risk insurance coverage, etc.), in monitoring of the
prepared by the Senior Management. At each meeting, the board management of the Invensys pension fund, the risk management
also tracked business performance and examined the company’s action plans of Invensys and Electroshield Samara, fraud
financial position. prevention, management and protection of intellectual property,
outsourcing of running information systems, R&D effectiveness,
The board was informed of the Group’s 2014 objectives. and monitoring of accounting standards and the independence of
On February19, 2014, the board of directors reviewed and the statutory auditors.
approved the 2013 financial statements based on the Audit and It reviewed developments in the supply chain as well as on the
risk committee’s report and the report by the statutory auditors, Group’s brand policy. It reviewed the new company program (see
who were present at the meeting. The board decided to propose page [27]).
to the Annual Shareholders' Meeting that the dividend be set at
EUR1.87 per share. Similarly, on July29, 2014, it reviewed and It ensured consistent compliance with market disclosure
approved the financial statements for the first half of 2014. requirements, notably through an analysis of market consensus
and issuing press releases.
Based on the Audit and risk committee’s report, the board was
informed about and discussed changes in risk mapping and the It authorized the share buyback program carried out for the
work of the Group’s internal audit and internal control teams. The second half of 2014.
Audit Committee also reported on its other work, discussed by the The board carried out the procedures required by law, which
board, in monitoring risk management (hedging policy for foreign include reviewing management planning documents.
exchange and interest rate risks, risks associated with purchasing,
Annual Shareholders' Meetings and bondholder consultations
Annual Shareholders’ Meeting Consultation with bondholders
The board reviewed and approved the agenda and draft The board consulted with the bondholders, some of whom
resolutions of the 2014 Annual Shareholders’ Meeting, and its gathered for a general meeting, on the proposed transformation of
report to the shareholders at the meeting. It approved the the Company into a European company, which they approved.
Chairman’s report on the functioning of the board, internal control Accordingly, the board approved the agenda, the draft resolutions
and the monitoring of risk management. It read the proxy-advisors’ and invited some of the bondholders to a General Meeting.
reports. Almost all of the members of the board (11/14) attended
the Annual Shareholders’ Meeting. The shareholders approved all
the resolutions presented and approved by the board including
those relating to «Say on Pay», the transformation of the company
into a European company and the renewal of all financial
authorizations submitted to it.
138 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC