APC 2014 Annual Report Download - page 147

CORPORATE GOVERNANCE
DECLARATIONS CONCERNING THE SITUATION OF THE MEMBERS OF THE ADMINISTRATIVE, SUPERVISORY OR MANAGEMENT BODIES
Declarations concerning 6.
thesituation of the members
oftheadministrative, supervisory
or management bodies
The members of the board of directors hold 0.06% of the share compensation from these two companies for the last two
capital and 0.07% of the voting rights. functions.
Jean-Pascal Tricoire is Chairman of the board of directors of Emmanuel Babeau has an employement contract with Schneider
Schneider Electric IndustriesSAS, Chairman of the board of Electric Industries SAS and is CEO of Invensys Ltd. He receives
directors of Schneider Electric Holdings Inc. and Chairman of the compensation for these functions.
board of directors of Schneider Electric Asia Pacific. He receives Magali Herbaut has an employement contract with Schneider
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Electric IndustriesSAS.
Service contracts
In accordance with the AFEP/MEDEF guidelines, which provide compensation for the duties associated with this function, payable
that specific functions such as Vice-chairman or lead director may semi-annually in the framework of an agreement referred to in
give rise to the payment of exceptional compensation which is then articleL. 225-46 of the French Commercial Code. Accordingly,
subject to the rules on regulated agreements, the board of until May6, 2014, Henri Lachmann received this compensation
directors has provided that the Vice-chairman lead director shall and, since then, it has been paid to Léo Apotheker.
receive the annual sum of EUR250,000, excluding tax, as
Absence of conviction or incrimination of corporate officers
To the best of the Company’s knowledge, in the last five years, disqualified by a court from acting as a member of the
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none of the directors or corporate officers (Chairman and CEO and administrative, management or supervisory bodies of an issuer
Deputy CEO) have been: or from acting in the management or conduct of the affairs of an
issuer;
the subject of any convictions in relation to fraudulent offences
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involved, as a member of an administrative, management or
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or of any official public incrimination and/or sanctions by supervisory body or a partner, in a bankruptcy, receivership or
statutory regulatory authorities; liquidation.
Family ties
To the best of the Company’s knowledge, none of the directors and/or corporate officers of the company are related through family ties.
Conflicts of interest
To the best of the Company’s knowledge, there are no with respect to the Company in their capacity as members of
arrangements or understandings with major shareholders, those bodies or their private interests and/or other duties.
customers, suppliers or others pursuant to which a director or To the best of the Company’s knowledge, the Directors and
corporate officer has been selected as a member of an corporate officers have no restrictions on the disposal of their
administrative, management or supervisory body or a member of Company shares aside from those stipulated in stock option and
Senior Management of the Company. performance share plans (see page 284 et seq) for corporate
To the best of the Company’s knowledge, there are no conflicts of officers and a minimum 1,000shareholding requirement for
interest between the duties of any directors and corporate officers directors.
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC