APC 2014 Annual Report Download - page 307

SHAREHOLDERS’ MEETING
REPORT OF THE INDEPENDENT VICE-CHAIRMAN LEAD DIRECTOR OF THE BOARD OF DIRECTORS
Report of the Independent 2.
Vice-Chairman Lead Director of
the board of directors (for the period May-December 2014)
Mr.Apotheker hereby reports on the work he carried out in 2014 He has been kept up to date on the Group’s competitive
as part of his administrative functions as Independent environment.
Vice-Chairman Lead Director.
Participation in the preparation of recommendations
At the Annual Shareholders’ Meeting of May6, 2014, the board of
directors appointed Leo Apotheker as Independent Vice-Chairman The Vice-Chairman Independant Lead Director participated in the
Lead Director for his remaining term of office(1) (1). preparation for meetings of the board of directors. As a result, he
has participated in all the “pre-board” meetings. Each meeting of
Powers of the Independent Vice-Chairman 1.
the board of directors is preceded by two pre-Board meetings, in
which the Chairman, the Vice-Chairman Lead Director, the Deputy
Lead Director
Chief Executive Officer and Secretary of the board of directors
review the topics and issues addressed by the committees, and
The Independent Vice-Chairman Lead Director is appointed by the establish the agenda prepared by the Chairman and the content of
board of directors in application of article12 of the by-laws, which the meeting file.
provides for the appointment of a Vice-Chairman with the function
of a director if the roles of Chairman and CEO are combined.
Executive sessions
In compliance with article12 of the by-laws, the duties of the The Vice-Chairman Lead Director presides over the executive
Vice-Chairman Lead Director are defined by the internal regulations sessions. He makes the decision on holding them after
of the board of directors. Those internal regulations and the charter consultation with the members of the board of directors. The item
for the Independent Vice-Chairman Lead Director can be found on shall be included on the agenda of every meeting of the board of
pages 306 to 312. They are also published on the Company’s directors.
website, www.schneider-electric.com. The board of directors held an executive session (October28,
Activities of the Independent 2.
2014) during which its members expressed their views and
observations on the functioning of the Senior Management, the
board and its committees. They also exchanged views on the
Vice-Chairman Lead Director
interactions between the Independent Vice-Chairman Lead
Information of the Independent Vice-Chairman Lead
Director and the Chairman, and on some elements of the Group’s
Director
strategy.
The Vice-Chairman Lead Director returned the conclusions to the
To be able to carry out his duties, the Vice-Chairman Independant
Chairman that same day.
Lead Director must have excellent knowledge of the Group and be
particularly well informed about its business performance.
Other duties
As such, the Vice-Chairman Independent Lead Director is kept
informed of current events and the performance of the Group The Vice-Chairman Independant Lead Director conducted the
through weekly exchanges and monthly meetings with the annual assessment of the board of directors with the assistance of
Chairman and CEO. He has met most of the members of the the Secretary of the board of directors. This assessment
Group Executive Committee. emphasized that the Company’s governing bodies operate with
efficiency, openness and transparency. All of the findings and
In addition, he has continued the visits to Group sites around the areas for improvement that were chosen by the board of directors
world that he began with Henri Lachmann as part of the are presented on page124 of the registration document.
preparation for his duties. He has been to several countries and
Group sites. These visits were an opportunity to meet with local The Vice-Chairman Lead Director has also had frequent contact
employees and managers of the Group, as well as with customers. with each of the directors.
He paid special attention to the integration of new acquisitions, He ensured that there was no conflict of interest within the board
with a particular focus on Invensys during meetings with its of directors for which he would have been responsible for bringing
software teams. to the attention of the Chairman.
8
The term of office of Léo Apotheker will be renewed in 2016.(1)
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC