APC 2015 Annual Report Download - page 130

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC128
CORPORATE GOVERNANCE
3THE BOARD OF DIRECTORS
The average age of the directors is 61.5.
Eight directors, or 50% of the directors, are of non-French origin or
nationality (German: Mr.Apotheker, who also has French nationality;
US: Ms. Atkins and Ms. Knoll and Mr. Thoman, Canadian:
Mr. Spierkel, Korean American: Mr. Kim; Danish: Ms. Fønss
Schrøder; Swiss: Mr.Kissling).
One director, Magali Herbaut, represents the employee shareholders
in accordance with the provisions of articleL.225-23 of the French
Commercial Code. She was appointed by the Annual Shareholders’
Meeting on the recommendation of the supervisory boards of the
FCPEs.
Independent directors
Each year, as provided under AFEP-MEDEF corporate governance
code of listed companies, the board of directors, on the report of
the governance and remunerations committee, dedicates one of
the points on its agenda about the qualifi cation of its members as
independent.
With regard specifi cally to independence in terms of business
relations, the board of directors noted that, due to:
(i) The nature of Schneider Electric activities and those of the
companies in which members of the board of directors are
employed or serve as directors,
(ii) The amounts, either unitary or global, of operations performed
or that may be performed between Schneider Electric and
these companies that are agreed at arm’s length and that are
by no means likely to be raised to the board of directors, the
existing business relations between Schneider Electric and
these companies in which the members of the board of directors
are employed or serve as offi cers are not likely to prejudice their
independence, indeed, when such operations exist, they are
agreed at arm’s length and their amounts are without a doubt
insignifi cant for each party, in particular with regard to respective
size of the groups concerned.
As of December31, 2015, there are 16 directors, 11 of whom are
independent according to the defi nition contained in the AFEP/
MEDEF corporate governance guidelines for listed companies.
These are Léo Apotheker, Betsy Atkins, Xavier Fontanet, Noël
Forgeard, Antoine Gosset-Grainville, Jeong Kim, Linda Knoll,
Cathy Kopp, Lone Fønss Schrøder, Gregory Spierkel and Richard
Thoman.
In addition, Jean-Pascal Tricoire, as Chief Executive Offi cer, Magali
Herbaut, as employee shareholder representative, and Gérard de La
Martinière, Willy Kissling and Henri Lachmann, who have served on
the board for over 12years, are not considered to be independent
directors under the AFEP/MEDEF guidelines.
The AFEP/MEDEF corporate governance guidelines for listed
companies recommend that there be, in non-controlled companies,
at least 50% independent directors on the board. Directors
representing employee shareholders are not recognized in
calculating this percentage. The share of independent directors of
the company, excluding Magali Herbaut, who represents employee
shareholders, is therefore 74%.
Self-assessment of the board of directors
The AFEP/MEDEF corporate governance guidelines for listed
companies provide that the board of directors must make a formal
self-assessment at least once every three years.
Pursuant to its internal regulations, Schneider Electric SE’s
board of directors annually reviews its composition, organization
and operations, as well as those of its committees. This yearly
assessment alternates each year between a written questionnaire
sent to the board members and an individual interview with each
member. The evaluation is conducted under the leadership of the
Vice-Chairman independent lead director by the secretary of the
board of directors.
In 2015, self-assessment was carried out by means of a detailed
questionnaire, the responses to which were obtained in interviews
conducted with each of the directors between October and
December 2015. The summary of these responses was subject
to an in-depth review by the Governance and Compensation
Committee. It was reviewed at the board of directors meeting
on February 16, 2015 on the basis of the Governance and
Compensation Committee report.
This exercise resulted in a unanimously very positive assessment of
the board of directors and its committees in terms of composition,
organization and operations. The directors highlighted the great
transparency of management, the openness of discussions, and
the remarkable fi t with the board members.
As regards areas for improvement identifi ed during the 2014 self-
assessment process, the board of directors determined that the
work of the board, which was already deemed of a very high quality,
was further improved by better reporting by the committees to the
board of directors, enabling the latter to further develop its thinking.
The directors also noted that Mr.Apotheker, who took up his position
as Vice-Chairman independent lead director on May6, 2014, had,
during 2015, performed his duties in their entirety and had acted as
an excellent liaison between the Chairman and the directors. The
board’s cohesion and effectiveness have thus increased.
On the proposal of the Governance and Compensation Committee,
the board has adopted the following points for improvement:
However, progress can still be made, and after proposition of the
governance and compensation committee, the Board of Directors
namely decided to :
•pursuit the « Regeneration » Policy of the Board;
•review of the Organization of the Strategic Committee’s were
along the Board’s missions;
• thoroughly inform the Board on the Competitive environment and
its evolution .