APC 2014 Annual Report Download - page 314

8SHAREHOLDERS’ MEETING
EXHIBITS TO THE BOARD OF DIRECTORS’S REPORT
2. The Strategy Committee’s duties ARTICLE 13– Perimeter of internal regulations:
The committee will prepare the board of directors’ deliberations on The present internal regulations have been unanimously approved
strategic matters. For this purpose: by the board of directors. A purely internal act, their objective is to
complete the articles of association by stipulating the main
It shall give its opinion to the board of directors on the major
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conditions of organization and operation of the board of directors.
acquisition, joint-venture and disposal projects that are Their purpose is not to replace the articles of association. They
presented to the board for authorization; may not be relied upon by shareholders or third parties for use
It shall look in detail at certain strategic matters on behalf of the
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against members of the board of directors, the company, or any
board; company in the Schneider Electric Group. They may be modified at
It shall give the board its view and understanding of major
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any time solely by deliberation of the board of directors.
tendencies that are relevant to Group business activities.
Charter of the Vice-Chairman of the board of directors– lead independent 3.2
director
The board of directors may appoint a Vice-Chairman. The1. Vice-Chairman’s responsibility to decide whether it should
Vice-Chairman shall be appointed for a period that may not be held or not. It is therefore held as decided by the
be any longer than his term of office as a director. The Vice-Chairman, either directly before or after each Board
Vice-Chairman is eligible for re-election. The Vice-Chairman meeting. In addition, the Vice-Chairman may convene an
may be removed from office by the board of directors at any executive session between two Board meetings. Any
time. director may ask the Vice-Chairman to convene an
executive session.
The Vice-Chairman shall preside over Board meetings in the
2. The Vice-Chairman shall promptly report to the Chairman
–
absence of the Chairman. serving as CEO on the conclusions of executive sessions.
The Vice-Chairman shall be called upon to replace the The Vice-Chairman shall draw the attention of the Chairman
–
Chairman of the board of directors in the event of any and of the board of directors to any possible conflicts of
temporary inability of the latter to fulfill his functions or his interest that he may have identified.
death. In the event of the Chairman’s inability to fulfill his The Vice-Chairman is Chairman of the Governance
–
functions, he will be replaced by the Vice-Chairman as long committee.
as his inability may last and, in the case of his death, until the
Like any other member of the board, the Vice-Chairman
–
election of a new Chairman.
may attend any meetings of committees of which he is not a
In exception to 1 above, and in compliance with article12.2
3. member.
of the articles of association, the appointment of a In order to complement his knowledge, the Vice-Chairman
–
Vice-Chairman is compulsory if the roles of Chairman and may meet the Group’s leading managers and visit company
CEO are combined. In this case, the Vice-Chairman also sites.
takes on the role of lead independent director. In this
The Vice-Chairman carries out annual and biennal
–
respect:
assessments of the board of directors and, in this context,
The Vice-Chairman is kept informed of major events in
–assesses the actual contribution of every member of the
Group life through regular contacts and monthly meetings board to the board’s works.
with the Chairman serving as CEO. The Vice-Chairman shall report on his actions at annual
–
The Vice-Chairman is consulted by the Chairman serving as
–general shareholders meetings.
CEO on the agenda and the sequence of events for every The Vice-Chairman shall meet any shareholder who wishes
–
Board meeting as well as on the schedule for Board so and inform the board of their concerns on governance
meetings. matters.
The Vice-Chairman may convene executive sessions with
–
The Vice-Chairman-lead director must be an independent4.
non-executive members of the board of directors, over member of the board, as defined in the criteria published by
which he will preside. An executive session shall be included the company.
on the agenda of every Board meeting. It is the
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