APC 2015 Annual Report Download - page 142

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC140
CORPORATE GOVERNANCE
3ORGANIZATIONAL AND OPERATING PROCEDURES OFTHEBOARD OFDIRECTORS
•chairs the «executive sessions», i.e. meetings of the board of
directors not in the presence of any executive member, namely
the CEO and Executive Vice-President;
•reports to the Chairman on the results of the « executive
sessions»;
•leads the annual evaluations of the board of directors;
•informs the Chairman and CEO and the board of any confl icts of
interest which could be identifi ed;
•reports on his/ her activities during the Annual Shareholders’
Meeting.
The charter for the Vice-Chairman independent lead director is
found on page313 . The report of tasks he/ she carried out in 2015
in line with his/ her functions is found on page306 .
Article 2 defi nes the role and powers of the board of directors.
It states that the board of directors shall determine the strategic
orientations of the Company and oversee implementation thereof.
To enable the board to perform its missions, the Chairman or the
committees must inform the board of any signifi cant event affecting
the Company’s effi cient operation. In addition, any acquisitions or
disposals of assets amounting to more than EUR250million as well
as any strategic partnership agreements must be submitted to the
board for approval. In addition, the board of directors must conduct
an annual review of its composition, organization and operation.
Article 3 establishes the principles which the board of directors
intends to follow to ensure its renewal. These include assuring
international representation by maintaining a signifi cant number
of non-French directors, maintaining independence through skills,
availability and commitment of its members, applying the principle
of balanced representation of women and men on the board,
enabling representation of employee shareholders on the board,
and ensuring continuity through the re-appointment of a certain
proportion of the members at regular intervals.
Article4 organizes meetings of the board of directors. In addition
to the legal rules on the convocation of the board, the modes of
participation of the directors, the minutes,etc., this articleprovides
for a minimum of six meetings per year, the presence of the Chief
fi nancial offi cer at b oard meetings as well as the presence of the
relevant operational managers for the major issues presented for
review by the board.
Article 5 specifi es how information is handled by the board of
directors. In particular, it provides that the Chairman and CEO shall
meet with each director individually once a year.
Article6 defi nes the status of the directors. This is in compliance
with the director’s charter contained in the AFEP/MEDEF corporate
governance guidelines.
The charter provides that directors:
•represent all shareholders and act in the corporate interest;
•must resign from the board when they have not participated in at
least half the Board meetings;
•are bound by an overall obligation of confi dentiality;
•must report any and all confl icts of interest and are asked to refrain
from voting and any debate regarding the matter in question;
•may not hold more than four other directorships in listed
companies outside the Group;
•hold at least 1,000shares of Company stock;
•are bound by the Group’s stock market ethics code, which
provides strict rules concerning their transactions on Schneider
ElectricSE shares (see below);
•attend the Shareholders’ Meeting.
Article 7 provides that non-voting members who attend Board
meetings in an advisory capacity are subject to the same code of
ethics as directors.
Articles 8 to 12 apply to the committees. The content of these
articles is provided in the section on committees below.
Article13 defi nes the scope of the internal regulations of the board
of directors.
2.3 Information on the board of directors and its members
To ensure that the board of directors is kept well informed, Schneider
ElectricSE applies the following rules: members of the board have
access, via a secure dedicated site, in principle, 10 days before
every b oard meeting, to the agenda for the meeting and to the draft
minutes of the last meeting and, 45 days before, to the board’s
dossier. The documentation includes a quarterly activities report,
presentations on items scheduled on the agenda or notes and, as
appropriate, draft social and consolidated fi nancial information. A
supplementary fi le may also be provided at the meeting.
Executive Committee members are invited, depending on the
subject, to present the major issues within their areas of responsibility.
The statutory auditors attend the portion of the b oard’s meetings at
which the statutory and interim fi nancial statements are reviewed.
Between each meeting of the board of directors, aside from
meetings that they may have with the Chairman and CEO, directors
receive a monthly letter, drafted exclusively for their attention, which
keeps them informed of Group life, the competitive environment
and developments in investor consensus and feedback. They also
receive a weekly press review, all of the company’s press releases,
fi nancial analysts’ reports and other documents.
Members also have the opportunity to meet informally with key
members of Senior Management between the b oard meetings.
Each year, at the Strategy Committee, a one-to-one session
is organized between directors and members of the Executive
Committee.
Board of directors dinners are also planned which are an opportunity
to meet with investors, customers, distributors,etc. They enable
the board to keep informed of external views regarding the Group
and to deepen its understanding of changes in its environment.
For new directors, training and information programs may be
organized on the Group’s strategy and businesses. They are
defi ned on a case by case basis. However, they generally involve
a work session with the Strategy Director, meetings with members
of the Executive Committee and visits to sites which are particularly
illustrative of Schneider Electric’s activities.