APC 2014 Annual Report Download - page 312

8SHAREHOLDERS’ MEETING
EXHIBITS TO THE BOARD OF DIRECTORS’S REPORT
directors. The terms of office of committee members may be 2. The duties of the Audit committee
renewed.
The Audit committee monitors questions on drawing up and
Committees shall meet on the initiative of their Chairman or4.
controlling accounting and financial information. It prepares the
on request from the Chairman of the board of directors or
board of directors’ decisions in these domains. It makes
the CEO.
recommendations to the board and gives its opinions. For this
The Chairman serving as CEO shall be kept informed of5.
purpose:
Committee meetings. He shall be in regular contact with
It shall prepare for annual and half-yearly accounts to be
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committee Chairmen.
approved by the board and therefore, more particularly:
Committee meetings shall be held at the company’s6. Checks the appropriateness and consistency of the
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registered offices or any other place decided upon by the accounting methods used for drawing up consolidated and
Chairman of the committee with an agenda prepared by the corporate accounts, as well as checking that significant
latter. If necessary they may be held by audio or video operations on Group level have been dealt with
conference. appropriately and that rules relating to the consolidation
Members of the board of directors may attend meetings of perimeter have been complied with;
committees of which they are not a member. Only the Examines off-balance-sheet risks and commitments as well
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members of the committee shall take part in the committee’s as the cash situation;
discussions. However, the Vice-Chairman Independant lead Examines the process for drawing up financial information.
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director may participate in all commitees' meetings even if he
It acquaints itself with the annual report, which has reference
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is not a commitee member.
document status, the half-yearly report and, where applicable,
A secretary will prepare the minutes of the meetings, which
any remarks made by the French Financial Market authority
shall be recorded in an ad hoc register specific to each
(AMF) concerning these reports, as well as the other key
committee by the secretary to the board of directors.
financial information documents.
A report on each committee’s works shall be given by the
It handles follow-up on legal control of annual and consolidated
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committee’s Chairman or one of its members at the next
accounts made by statutory auditors, notably by examining the
Board meeting. Minutes of Committee meetings shall be
external audit plan and results of controls made by statutory
provided for the members of the board of directors.
auditors.
After referring the matter to the Chairman of the board, every
After a consultation process, it shall suggest reappointing the
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committee may request studies from external consultants.
existing statutory auditors or appointing new statutory auditors.
Every committee may invite any person of its choice to its
It shall check the independence of statutory auditors, especially
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meetings, as and when required.
at the time of examining fees paid by the Group to their firm or
Other than the permanent specialist committees that it has7.
their network, and by giving prior approval to any missions that
created, the board of directors may also decide to set up any
are not strictly included in legal control of accounts.
ad hoc committees for specific operations or assignments.
It monitors the efficiency of internal control and risk management
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ARTICLE 9– The Audit and Risk committee
systems. For this purpose:
It shall examine the organization and resources used for
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internal audit, as well as its annual work program. It shall
1. Membership and operation of the Audit committee receive summaries of reports produced on audits on a
The committee shall be comprised of at least three members, two
quarterly basis. However, the Chairman of the committee
thirds of whom must be independent members of the board of
shall receive these reports in full:
directors. At least one of the members must possess special skills
The committee shall examine operational risk-mapping and
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concerning matters of finance and accountancy and be
make sure that measures exist for preventing or minimizing
independent with regard to specified, published criteria.
risks.
The Deputy CEO in charge of finance shall act as the Audit
It shall examine how to optimize risk coverage on the basis
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committee’s contact.
of reports requested from internal audit.
It shall examine Group internal control measures and look
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The secretary to the board of directors shall act as secretary to the
into the results of entities’ self-assessments with regard to
Audit committee.
internal control. It shall ensure that a relevant process exists
The committee shall meet at least five times a year. The Chairman
for identifying and processing incidents and anomalies.
of the committee shall draw up agendas for meetings.
It shall acquaint itself with the draft report on internal control
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The meetings shall be attended by members of the Finance
drawn up by the Chairman of the board of directors
Department and of the company's Internal Audit Department and,
It shall examine rules of good conduct notably concerning
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with respect to meetings devoted to examining accounts, by the
competition and ethics and the measures implemented to
statutory auditors. The committee may invite any person it wishes
ensure that these rules are circulated and applied.
to hear to its meetings. It may also require the CEO to provide any The Audit committee shall examine proposals for distribution as
documents it deems to be useful. well as the amount of financial authorizations submitted for
approval at annual general shareholders meetings.
Outside the presence of company representatives, the committee
shall regularly hear the statutory auditors and its Chairman the The Audit committee shall examine all financial and accounting
internal audit director. questions and questions related to risk-management submitted to
it by the board of directors.
310 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC