APC 2015 Annual Report Download - page 141

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 139
CORPORATE GOVERNANCE
3
ORGANIZATIONAL AND OPERATING PROCEDURES OFTHEBOARD OFDIRECTORS
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2. Organizational and operating
procedures oftheboard
ofdirectors
This section is part of the Chairman of the board of directors’ report.
2.1 Missions and powers of the board of directors
The board of directors shall determine the strategic orientation of the
Company’s business and oversee implementation thereof. It shall
examine any and all matters related to the effi cient operation of the
business and make decisions about any and all issues concerning
the Company, within the limits of the corporate purpose, except
for those matters which, by law, can only be decided on by the
shareholders in a Shareholders’ Meeting.
Specifi c powers are vested in the board of directors under French
law and the company’s articles of association. These include the
power to:
•determine the method of exercising the Senior Management of
the Company;
•appoint executive corporate offi cers and also remove them
from offi ce (Chief Executive Offi cer and Deputy Chief Executive
Offi cers) as well as to set their compensation and the benefi ts
granted to them;
•co-opt directors whenever necessary;
•call General Meetings of shareholders and, where applicable, of
bondholders, based on the agenda it sets;
•approve the corporate and consolidated fi nancial statements;
•draw up business reviews and reports for Annual Shareholders’
Meetings;
•draw up management planning documents and the
corresponding reports;
•approve the report drawn up by the Chairman of the board
of directors as provided for in article L. 225-37 of the French
Commercial Code;
•decide on the use of authorizations granted at Shareholders’
Meetings, more particularly for increasing Company capital,
buying back the company’s own shares, carrying out employee
shareholding transactions and cancelling shares;
•authorize the issue of bonds;
•decide on the allocation of options or free/performance shares
within the limits of authorizations given at Annual Shareholders’
Meetings;
•authorize regulated agreements (agreements covered by
articleL.225-38 et seq. of the French Commercial Code);
•authorize the issue of sureties, endorsements and guarantees;
•decide on the dates for the payment of dividends and any
possible interim dividends;
The board of directors may appoint between one and three non-
voting members and decide to create board committees. It draws
up internal regulations. It determines the allocation of attendance
fees; the total amount is determined by the Shareholders’ Meeting.
2.2 Internal regulations and procedures of the board of directors
The board of directors adopted, on April25, 2013, its own internal
regulations. These were modifi ed on May6, 2014 to make changes
to the areas of competency of the committees. These internal
regulations include the rules of procedure of the board committees
(the Audit and Risk Committee, the Governance and Compensation
Committee, the Human Resourcesand CSR committee and the
Strategy Committee), and the directors’ charter as recommended
by the AFEP/MEDEF corporate governance guidelines. The
regulations are reproduced on pages 307 to 313 of this registration
document. They are published on the Company’s website, www.
schneider-electric.com. They comprise 13 articles:
Article 1, on the method of exercising Senior Management and
the Chairmanship and Vice-Chairmanship of the board of directors,
provides that the board shall deliberate each year on the decision to
unify the functions of Chairman and Chief Executive Offi cer. It also
defi nes the duties and missions of the Vice-Chairman independent
lead director who is appointed when the board decides to unify
the functions of Chairman and Chief Executive Offi cer. As such, the
Vice-Chairman:
•is informed of major events in the life of the Group within the
framework of regular contacts and monthly meetings with the
Chairman, as well as through contacts that he/ she can have with
managers of Schneider Electric and possible visits to the Group’s
sites he/ she can undertake. In addition, he/ she can attend all
meetings of committees of which he is not a member;
•can answer shareholders’ questions or meet them on governance
issues when it is considered that he/ she is the most appropriate
spokesperson;
•sets the agenda for Board meetings with the Chairman;
•chairs the Governance Committee which, starting from the
evaluation of the functioning of the board and that of the CEO,
proposes each year to the board to continue the unifi ed functions
of Chairman and Chief Executive Offi cer or to separate them
and, as needed, make proposals for a successor in one or both
functions;