APC 2014 Annual Report Download - page 311

SHAREHOLDERS’ MEETING
EXHIBITS TO THE BOARD OF DIRECTORS’S REPORT
ARTICLE 6– The status of members of the board half-yearly accounts, and during the 16-day period before
the day following publication of quarterly information. The
of directors same principle applies when they hold privileged information,
Members of the board of directors shall represent all the
1. i.e. precise information concerning the company, which has
shareholders and shall act in the interests of the company in not been made public and which, if it were made public,
all circumstances. could have a marked impact on share price or on any
financial instrument related to them.
Members of the board of directors shall attend Board
2.
meetings and meetings of the committees of which they are Members of the board of directors shall attend annual10.
members. general shareholders meetings.
Any member, who has not attended at least half of the Members of the board of directors shall be remunerated by
11.
meetings held during the year, unless there are exceptional the payment of directors’ fees allocated at annual general
reasons, shall be deemed to wish to terminate his term of shareholders meetings. The said amount will be divided by
office and shall be invited to resign from the board of the board of directors amongst its members.
directors or the committee concerned, as appropriate. Missions entrusted to the Vice-Chairmen / senior director
Members of the board of directors shall be bound by a
3. shall give rise to exceptional remuneration covered by the
general confidentiality obligation with respect to the statutory conventions regime.
deliberations of the board and the committees and with Travelling expenses, notably including hotel and restaurant
12.
respect to information which is not in the public domain, expenses, incurred by the members of the board of directors
which they receive further to performing their duties. further to the performance of their duties, shall be borne by
Directors may not exercise more than 4 other terms of office
4. the company on production of supporting documents.
in listed companies outside the Group.
ARTICLE 7– Non-voting directors
Members of the board of directors shall have a duty to inform5.
the board of directors of any office they may hold or no
longer hold in other companies.
The non-voting directors shall attend Board meetings in a
consultative capacity.
Members of the board of directors shall have a duty to inform6.
the board of directors of any conflict of interest with the
They shall receive the same information as the other members of
company and they shall be invited not to take part in any
the board. They may be appointed as members of committees,
vote and possibly any debate on the deliberations
except for the Audit committee.
concerned.
They shall act in the interests of the company under all
During their term of office, members of the board of directors7.
circumstances.
shall possess at least 1,000 shares in Schneider Electric SE.
They shall be bound by the same general confidentiality obligation
For applying this obligation, except for the 250 shares which
as the members of the board of directors and shall be subject to
must be held to comply with article11.1 of the articles of
the same limitations regarding transactions involving the
association, shares held via a Company Mutual Fund
company's shares. Their remuneration shall be determined by the
essentially invested in Company shares can be taken into
board of directors.
account. The Schneider Electric shares that they hold shall
either be in purely registered (nominatif pur) or in managed
ARTICLE 8– The committees of the board of
registered (administré) form.
Members of the board of directors shall inform the financial market 8. directors
authority within the five trading days following
completionoftheoperation, by e-mail at the following
The committees created by the board of directors shall be as1.
address:https://onde.amf-france.org/RemiseInformationEmetteur/
follows:
Client/PTRemise InformationEmetteur.aspx, as well as the
Governance committee,
–
secretary to the board of directors, of any acquisitions, sales,
Audit and risk committee,
–
subscriptions or exchanges concerning shares issued by
Remunerations, Human Resources and Social
–
Schneider Electric SE or any operations on financial instruments
Responsibility committee,
related to them, made by them, their spouse, their minor children
Strategy Committee.
–
or any other person with whom they have personal ties, in the
The role of these committees shall be to research and2.
sense of the application decree of articleL.621-18-2 of the
prepare certain matters to be considered by the board of
Monetary and Financial Code.
directors. They shall make proposals, give recommendations
Members of the board of directors undertake to comply with9. and issue opinions, as appropriate, in their area of
the internal rules of conduct governing stock-market ethics competence.
Group's code of ethics, of which they have received a copy,
Created by virtue of article13 of the articles of association,
with respect to their personal financial transactions. In
they shall only have a consultative role and shall act under
consequence, members of the board of directors may not
the authority of the board of directors.
acquire or dispose of options or any other derivative relating
to Schneider Electric SE shares, except authorized hedging The Chairmen and members of the committees shall be
3.
of stock-options plans in order to hedge stock option plans appointed by the board of directors. However, the
(e.g.: hedging of shares subscribed upon exercise of Vice-Chairman-lead director shall preside over the
options). Governance committee. They shall be appointed in a
personal capacity and may not be represented.
Members of the board of directors shall refrain from carrying
out any transaction involving company’s listed shares during The terms of office of committee members shall coincide 8
the 31 days before the day following publication of annual or with their terms of office as members of the board of
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC