APC 2015 Annual Report Download - page 128

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC126
CORPORATE GOVERNANCE
3
This report includes the Chairman’s report on the composition of the board of directors, the application of the principle
of balanced representation of women and men on the board of directors, and the conditions applicable for the
preparation and organization of the work carried out by the board of directors, and the internal control and risk
management procedures implemented by the company.
The sections on governance structure, 1, 2, 3, 4, 7 (Group Senior Management compensation policy, Pension benefi ts
and Compensation of members of the board of directors), 9 and 10, in this section 3, as well as sections2 (Annual
Shareholders’ Meetings and Voting Rights) and 7 of section 7 constitute the Chairman of the board of directors’ report
provided for in article L.225-37 of the French Commercial Code. They are indicated with a special mention.
Governance structure
This section is part of the Chairman of the board of directors’ report.
The company is a European company with a board of directors. The functions of the Chairman and the Chief Executive
Offi cer are carried out by Jean-Pascal Tricoire, who was appointed Chairman and Chief Executive Offi cer on April25, 2013.
On May6, 2014, the board of directors confi rmed this decision, in accordance with article1 of its internal regulations,
which provides that once it has decided to unify the functions of Chairman and CEO, the board must deliberate on
this decision every year.
The exercice by Mr. Tricoire of the functions of Chairman and Chief Executive Offi cer seems particularly appropriate
to the board of directors taking into account:
•the composition of the board, which includes more than 70 % independent directors within the meaning of the AFEP/
MEDEF Code;
•the economic environment, which requires responsiveness by the leadership and clarity in naming the person in charge
of directing the Group. This clarifi cation given by the use of the title of Chairman («Président») is particularly necessary
vis-à-vis employees, customers and partners, in France and abroad;
•provisions to ensure accurate information and effective functioning by the board of directors, in particular the appointment
of a Vice-chairman independent lead director, the principle of holding an executive session at each meeting of the board
presided by the Vice-chairman independent lead director, and the creation of four board committees;
•the requirement for the board to deliberate each year on the unifi cation of the functions of Chairman and Chief Executive
Offi cer.
On April 21, 2015, the board of directors reiterated this decision, due to the effi cient governance which was emphasized
by the annual board self-assessment carried out at the end of 2014 and the very high level of transparency of the
Chairman & CEO towards the board of directors.
The company applies the AFEP/MEDEF corporate governance guidelines, except for the few exceptions, which are
described below (see section10).
The guidelines are available online at www.medef.fr.