APC 2014 Annual Report Download - page 310

8SHAREHOLDERS’ MEETING
EXHIBITS TO THE BOARD OF DIRECTORS’S REPORT
shall make an annual review of its composition, its
–Any member of the board may appoint another member to3.
organization and its operation represent him at a Board meeting by means of a proxy form.
shall be consulted for its opinion prior to acceptance by the
–During the same meeting, each member of the board may
Chief Executive Officer or deputy executive officers of any only use one proxy form that he has received further to the
corporate appointment in a listed company outside the foregoing paragraph.
Group. Members of the board may attend Board meetings by
The works of the board of directors and its committees shall
4. videoconference or telecommunication links, which allow
be included in the annual report. them to be identified and which guarantee their effective
ARTICLE 3– Membership of the board of
participation. However, for the purposes of checking and
controlling annual accounts, consolidated accounts and the
management report, the members of the board of directors
directors who attend the meeting by videoconference or
telecommunication links shall not be taken into account for
In the proposals it makes and the decisions it takes, the board of
the purposes of determining the quorum or the majority.
directors shall ensure:
Deliberations of the board of directors shall only be valid if at
that it reflects the international nature of the Group's activities
lleast half of the directors are present. However, in application
and of its shareholders by having a significant number of
of article15 of the articles of association, the board of
members of non-French nationality;
directors may only deliberate validly on the methods for
that it protects the independence of the board through the
lexercising general management if 2/3 of the directors are
competence, availability and courage of its members;
present or represented.
that it pursues its objective of feminizing the board of directors in
lDecisions shall be taken on a majority vote by the directors
compliance with the legal principle of attaining balanced
present or represented. In the event of equality of votes, the
representation between men and women on the board;
Chairman of the meeting shall have the casting vote.
that it appoints persons with the expertise required for
lBesides the secretary to the board of directors, the Deputy4.
developing and implementing Group strategy;
CEO in charge of finance shall attend Board meetings.
that employee shareholders shall continue to be represented on
lThe board of directors shall hear operational managers
the board in compliance with the provisions set forth in
concerned by major issues submitted to examination by the
article11.3 of the articles of association;
board.
that it preserves the continuity of the board by changing some of
lThe board of directors may authorize persons who are not
its members at regular intervals, if necessary by anticipating the
members of the board to attend Board meetings including by
expiry of members’ terms of office.
videoconference or by telecommunication links.
ARTICLE 4– Meetings of the board of directors
An attendance register shall be kept at the registered office.5.
The proceedings of the board of directors shall be recorded
in minutes.
The board of directors shall meet whenever the interests of
1. The secretary to the board of directors shall be authorized to
the company so require and at the least six times per year, certify copies or excerpts from the minutes of the board’s
including one meeting for examining strategy in detail. proceedings.
Notices to attend shall be issued by all means, including
ARTICLE 5– Information for the board of
orally. They shall be sent via the board's secretary.
Board meetings shall be convened by the Chairman or, if
2.
directors
such person is unable to do so, by the Vice-Chairman.
Moreover, if no Board meeting takes place for over two
Members of the board of directors shall be provided with all the
months, the Chairman must convene a meeting of the board
information necessary to enable them to carry out their duties and
at a date no later than fifteen days after at least one third of
this within time limits that enable them to familiarize themselves
the members of the board have made a justified request for
with this information in a meaningful way. They may procure any
this purpose. If the request goes unheeded, the person or
documents they require for this purpose prior to meetings.
persons requesting the meeting may convene a meeting
Any request for information made by members of the board on
himself or themselves, stating the agenda of the proposed
specific subjects shall be addressed to the Chairman serving as
meeting.
CEO (and, if appropriate, to the CEO), who will reply thereto as
Similarly, the Chief Executive Officer, if he is not Chairman of
promptly as possible.
the board of directors may also address a request to the
In order to provide members of the board of directors with
Chairman to convene a meeting on any given agenda.
complete information, visits to sites and customers shall be
The person responsible for convening the meeting shall set
organized for them. Members of the board of directors shall have
its agenda. The agenda may be modified or completed at the
the right to meet main company executives. They shall inform the
time of the meeting.
Chairman serving as CEO (and, if appropriate, the CEO) thereof.
Board meetings shall be held at the Company’s registered
The Chairman serving as CEO shall meet each member of the
offices. However, they may be held at any other place
board individually once a year.
specified in the notice of the meeting.
308 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC