APC 2014 Annual Report Download - page 332

8SHAREHOLDERS’ MEETING
APPENDIX
Appendix
ARTICLE 13 OF THE COMPANY'S ARTICLES OF ASSOCIATION
Text before amendment proposed to the Annual Shareholder's Text at the end of the Annual Shareholder's Meeting of April 21,
Meeting of April 21, 2015 2015 if the amendment proposed is adopted
Article 13 - Powers and Duties of the Board of Directors Article 13 - Powers and Duties of the Board of Directors
1. The board of directors shall determine the activities of the 1. The board of directors shall determine the activities of the
company and oversee their implementation. It shall examine any company and oversee their implementation. It shall examine any
and all matters related to the efficient operation of the business and all matters related to the efficient operation of the business
and make decisions about any and all issues concerning the and make decisions about any and all issues concerning the
company, within the limits of the corporate purpose and except company, within the limits of the corporate purpose and except
for those matters which, by law, can only be decided on by the for those matters which, by law, can only be decided on by the
shareholders in the Annual Shareholders Meetings. shareholders in the Annual Shareholders Meetings.
In dealing with third parties, the company is bound by acts of In dealing with third parties, the company is bound by acts of
the board of directors that fall outside of the corporate purpose, the board of directors that fall outside of the corporate purpose,
unless it proves that the third party knew that the act went unless it proves that the third party knew that the act went
beyond this purpose or could not have been unaware thereof beyond this purpose or could not have been unaware thereof
given the circumstances, mere publication of the articles not given the circumstances, mere publication of the articles not
being sufficient to constitute such proof. being sufficient to constitute such proof.
2. The board of directors shall perform any controls and 2. The board of directors shall perform any controls and
verifications that it considers appropriate. The board of verifications that it considers appropriate. The board of
directors shall be provided with all necessary information to directors shall be provided with all necessary information to
accomplish its tasks and may receive any documents that it accomplish its tasks and may receive any documents that it
deems necessary. deems necessary.
3. In addition, the Board of Directors may grant special 3. In addition, the Board of Directors may grant special
authority to one or more Directors or to any other third party, authority to one or more Directors or to any other third party,
who may, but need not, be a shareholder, to perform one or who may, but need not, be a shareholder, to perform one or
more specific tasks, with, or without, the power to delegate all more specific tasks, with, or without, the power to delegate all
or part of their authority to another person. or part of their authority to another person.
4. The board of directors may authorize the Chief executive 4. The board of directors may authorize the Chief executive
officer to give conditions, endorsements or warranties on behalf officer to give conditions, endorsements or warranties on behalf
of the company, within a limit determined by the board of of the company, within a limit determined by the board of
directors. directors.5. In accordance with Article L. 229-7 of the
5. In addition to the specialized committee described in Article Commercial Code, the regulations outlined in Articles L. 225-38
to L. 225-42-1 of the said code, in relation to the regulated
L.813-29 of the Code of Commerce, the Board of Directors agreements subjected to prior authorization of the Board of
may appoint from among its members one or more specialized Director, are applicable to the Company.
committees, the membership and responsibilities of which it
6. In addition to the specialized committee described in Articleshall determine, which operate under the supervision of the
Board of Directors. Each committee shall report its missions at L.813-29 of the Code of Commerce, the Board of Directors
the next board meeting. may appoint from among its members one or more specialized
6. The board of directors shall adopt its own rules of procedure committees, the membership and responsibilities of which it
shall determine, which operate under the supervision of the
governing its operation. Board of Directors. Each committee shall report its missions at
the next board meeting.
7. The board of directors shall adopt its own rules of procedure
governing its operation.
330 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC