APC 2014 Annual Report Download - page 313

SHAREHOLDERS’ MEETING
EXHIBITS TO THE BOARD OF DIRECTORS’S REPORT
The Audit committee shall present the results of its duties to the The total value of directors’ fees proposed at annual general
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board together with any follow-up actions that it proposes to take. shareholders meetings together with their allocation amongst
The Chairman of the Audit committee shall keep the Chairman and members of the board of directors.
the Vice-Chairman-lead director promptly informed of any
ARTICLE 11– Human Resources and Social
difficulties encountered by the committee.
ARTICLE 10– Governance and Remuneration
Responsibility committee
1. Membership and operation of the Remunerations,
committee Human Resources and Social Responsibility
committee
1. Membership and operation of the Governance and
Remuneration committee
The committee shall be comprised of at least three members.
The committee shall be comprised of at least three members. The director of Group Human Resources shall be secretary to the
Human Resources and Social Responsibility committee.
The Governance and Remuneration committee shall be presided
by the Vice-Chairman-lead director. Failing this, the board shall The committee shall meet at the initiative of its Chairman. The
appoint the Chairman of the committee. agenda shall be drawn up by the Chairman of the committee after
consultation with the Chairman serving as CEO. The committee
The secretary to the board of directors shall be the secretary of the shall meet at least three times a year.
Governance committee.
In order to carry out its assignments, the committee may hear any
The committee shall meet at the initiative of its Chairman. The person it wishes.
agenda shall be drawn up by the Chairman of the committee after
consultation with the Chairman of the board of directors. The
2. The committee’s duties
committee shall meet at least three times a year.
In order to carry out its assignments, the committee may hear any The committee shall formulate proposals to the board of directors
person it wishes. on:
2. The Governance committee’s duties:
The commitee shall formulate proposals to the board of
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directors on setting up plans for share subscription or purchase
options and the handing out of restricted shares.
The committee will formulate proposals to the board of directors in
view of any appointment made: The committee shall formulate projects on proposals made by
general management on:
To the board of directors:(i)
Remuneration for members of the Executive Committee;
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Directors or non-voting directors,
–
Chairman of the board of directors, Vice-Chairman and
–
Principles and conditions for determining the remuneration of
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Vice-Chairman- lead director,
Group executives.
Chairmen and members of committees.
–
The committee shall be informed of any nomination of members of
For general management of the company. The committee(ii)
the Executive Committee and of main Group executives.
will also give its opinion to the board on nominations for any
It shall examine succession plans for key Group executives.
Deputy CEO’s.
The committee shall prepare the board of directors’ deliberations
The commitee shall formulate proposals to the board of
on (i) employee shareholder development, (ii) reviews made by the
directors on remuneration of executive corporate officers
board on social and financial impacts of major re-organization
(chairman of the board of directors and/or CEO, deputy
projects and major human resource policies, (iii) monitoring
CEO's) on the value of handing out any options or shares to
management of risks related to Human Resources and (iv)
executive corporate officers, and any forms of benefit
examining the different aspects of the Group “CSR” policy.
granted to them. In this respect, it shall prepare annual
assessments of the persons concerned.
ARTICLE 12– Strategy Committee
The committee shall propose measures to the board of directors
that will reassure both shareholders and the market that the board
1. Membership and operation of the Strategy
of directors carries out its duties with all necessary independence
Committee
and objectivity. For this purpose, it will organize for yearly and
two-yearly assessments to be made of the board of directors. It The committee shall be comprised of at least three members.
shall make proposals to the board of directors on: The director of Group Strategy will be secretary to the Strategy
Determining and reviewing directors’ independence criteria and
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Committee.
directors’ qualifications with regard to criteria; The committee shall meet at the initiative of its Chairman. The
Missions carried out by the committees of the board of
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agenda shall be drawn up by the Chairman of the committee after
directors; consultation with the Chairman serving as CEO. The committee
The evolution, organization and operation of the board of
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shall meet at least three times a year.
directors; In order to carry out its assignments, the committee may hear any
The Company’s use of national and international corporate
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person it wishes and call upon the Strategy director.
governance practices;
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC