APC 2015 Annual Report Download - page 127

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 125
3
Corporate
Governance
1. The board of directors 127
1.1 Membership of the board of directors
(by 31st December 2015) 127
1.2 Proposal to the Annual Shareholders’ Meeting
on the composition oftheboard ofdirectors 129
1.3 Composition of the board of directors
at December31, 2015 130
2. Organizational and
operating procedures
oftheboard ofdirectors 139
2.1 Missions and powers of the board of directors 139
2.2 Internal regulations and procedures
of the board of directors 139
2.3 Information on the board of directors
and its members 140
3. Board activities 142
3.1 Corporate governance 142
3.2 Strategy 143
3.3 Activities and results 143
3.4 Annual Shareholders’ Meeting 143
4. Board committees
(composition,operating
procedures andactivities) 144
4.1 Audit and Risk Committee 144
4.2 Governance and Compensation Committee 146
4.3 Human Resources and CSR committee 147
4.4 Strategy Committee 147
5. Senior Management 149
6. Declarations concerning
thesituation of the members
oftheadministrative, supervisory
or management bodies 150
6.1 Service contracts 150
6.2 Absence of conviction or incrimination
of corporate offi
cers 150
6.3 Family ties 150
6.4 Confl
icts of interest 150
7. Interests and compensation
ofGroup Senior Management 151
7.1 Group Senior Management (executive offi cers
and members of the Executive Committee)
compensation policy 151
7.2 Pension benefi ts 152
7.3 Compensation of members
of the board of directors 153
7.4 Compensation and performance shares
for executive directors 155
7.5 Overview of the total compensation, payments
for retirement and performance shares
for executive offi
cers 159
7.6 Exercise of options and performance shares
made available duringthefi nancial year 162
7.7 Compensation of Group Senior Management
excluding executive directors 164
7.8 Transactions in Schneider ElectricSE
shares by corporate offi
cers during
the2015 fi
nancial year 165
8. Regulated agreements
andcommitments 165
8.1 Agreements and commitments
of the 2015 fi nancial year and not
approvedbytheshareholders’Meeting 165
8.2 Agreements and commitments of the 2015
fi nancial year approved bytheShareholders’
Meeting (see Chapter 8, pages 314 to 317) 165
8.3 Agreements and commitments signed
during previous years and approved
by the Annual Shareholders’ Meeting
(see chapter 8 pages 314 to 317) 166
9. Internal control and risk
management 167
9.1 Defi nition and objectives of internal control
and risk management 167
9.2 Organization and management: Internal
Control key participants 167
9.3 Distributing information: benchmarks and
guidelines 169
9.4 Risk identifi cation and management 170
9.5 Control procedures 171
9.6 Internal control procedures governing the
production and processing ofconsolidated
and individual company accounting and
fi nancial information 173
9.7 Report of the statutory auditors on the
Chairman’s report on internal control 174
10. Application of the AFEP/MEDEF
corporate governance guidelines 175