APC 2015 Annual Report Download - page 131

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 129
CORPORATE GOVERNANCE
3
THE BOARD OF DIRECTORS
1.2 Proposal to the Annual Shareholders’ Meeting on the composition
of the board ofdirectors
Seven directors’ terms are expiring following the Annual
Shareholders’ Meeting on April25, 2016, namely those of Messrs.
Apotheker, Fontanet, Forgeard, Gosset-Grainville, Kissling,
Lachmann and Thoman.
The Board Meeting of 16 February 2016, acknowledged
Mes srs.Noël Forgeard, Henri Lachmann and Richard Thoman, not
to be renewed in their functions. It also acknowledged Mr. Jeong
Kim and Mrs. Lone Fønss Schrøder resignation.
It is proposed that the Annual Shareholders’ Meeting of April 25,
2016 appoints Cécile Cabanis and Fred Kindle as directors and
renew the terms of offi ce of Messrs. Léo Apotheker, Xavier
Fontanet, Antoine Gosset Grainville et Willy Kissling . If the Annual
Shareholders’ Meeting approves the proposals submitted to its
vote:
(i) Cecile Cabanis, who was appointed as a non-voting member by
the board of directors on October28, 2015, will be appointed
as a director for a term of four years. She will be an independent
director. Ms. Cabanis, aged 44, who is Chief fi nancial offi cer
of Danone will bring to the board her perfect knowledge of
Marketing Technologies and her experience acquired not only in
France but also abroad, within a multinational company.
(ii) Fred Kindle, who was appointed as a non-voting member
effective February 16, 2016, will be appointed as a director
for a term of four years. He will be an independent director. As
the former CEO of ABB, and the current Clayton Dubilier Rice
private equity fund senior advisor, Mr. Kindle will bring to the
board his perfect and deep knowledge of activities and markets
of the Group his international experience and strong operational
and fi nancial expertise. Mr. Kindle will be a member of the Audit
and risk committee and of the strategy committee.
The renewed board would have:
•13 members;
•a 75% share of independent directors (excluding consideration
of Magali Herbaut in accordance with the calculation methods
used in the AFEP/MEDEF corporate governance guidelines for
listed companies);
•a percentage of women which will rise to 38% before reaching at
least 40% in 2017; and
•balanced representation between directors of French origin
(54%) and directors of non-French origin (46%).