APC 2014 Annual Report Download - page 308

8SHAREHOLDERS’ MEETING
EXHIBITS TO THE BOARD OF DIRECTORS’S REPORT
Exhibits to the board of 3.
directors’s report: internal
regulations of the board and
charter of the Vice-Chairman
Lead Independent Director
Internal regulations of the board of directors of Schneider Electric SE 3.1
Schneider Electric refers to the AFEP/MEDEF Corporate Governance Code.
The present internal regulations have been drawn up in application of article13.3 of the company’s articles of association.
They were adopted by the board of directors on April25, 2013.
ARTICLE 1– Method of exercising general The Chairman of the board of directors ensures that the4.
different corporate bodies operate correctly and especially
management– chairmanship and that the directors are in a position to fulfill their mission. The
Vice-Chairmanship of the board of directors Chairman may request any document or item of information
useful to enlighten the board of directors when preparing its
Method of exercising general managementA. meetings.
Vice-Chairman of the board of directors– lead C.
General management of the Company is under the
1.
responsibility of either the Chairman of the board of directors, independent director
who will then go by the title of Chairman and Chief Executive
Officer, or of another physical person appointed by the board The board of directors may appoint a Vice-Chairman. The
1.
of directors going by the title of Chief Executive Officer. Vice-Chairman shall be appointed for a period that may not
be any longer than his term of office as a director. The
The board of directors decides between these two methods
2.
Vice-Chairman is eligible for re-election. The Vice-Chairman
of exercising general management at the time when the
may be removed from office by the board of directors at any
Chairman of the board of directors or the Chief Executive
time.
Officer is appointed or when renewing their terms of office. If
the board of directors has decided to combine the functions The Vice-Chairman shall preside over Board meetings in the
2.
of Chairman and Chief Executive Officer, it will deliberate this absence of the Chairman.
choice every year.
The Vice-Chairman shall be called upon to replace the Chairman of
In order to maintain continuity in the company’s operation if3.
the board of directors in the event of any temporary inability of the
the Chairman serving as CEO leaves his role or is prevented
latter to fulfill his functions or his death. In the event of the
from doing so, the Deputy CEO(s) shall take the interim
Chairman’s inability to fulfill his functions, he will be replaced by the
responsibility for general management functions in the
Vice-Chairman as long as his inability may last and, in the case of
Company, unless otherwise decided by the board, until such
his death, until the election of a new Chairman.
time as a new CEO is appointed. The Vice-Chairman shall In exception to 1 above, and in compliance with article12.23.
temporarily take the presidency of the board of directors. of the articles of association, the appointment of a
Chairman of the board of directorsB. Vice-Chairman is compulsory if the roles of Chairman and
CEO are combined. In this case, the Vice-Chairman also
The board of directors shall elect a Chairman amongst its
1. takes on the role of lead independent director. In this
members. The Chairman shall be appointed for a period that respect:
can be no longer than his term of office as a director. The the Vice-Chairman is kept informed of major events in
–
Chairman is eligible for re-election. He may be removed from Group life through regular contacts and monthly meetings
office by the board of directors at any time. with the Chairman serving as CEO,
The Chairman of the board of directors organizes and
2. the Vice-Chairman is consulted by the Chairman serving as
–
manages the board’s works, and reports on these works at CEO on the agenda and the sequence of events for every
the annual general shareholders meeting. Board meeting as well as on the schedule for Board
The Chairman of the board of directors sets the agenda and
3. meetings,
the schedule for Board meetings with assistance from the the Vice-Chairman may convene executive sessions with
–
Vice-Chairman-lead director. non-executive members of the board of directors, over
306 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC