APC 2015 Annual Report Download - page 144

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC142
CORPORATE GOVERNANCE
3BOARD ACTIVITIES
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3. Board activities
This section is part of the Chairman of the board of directors’ report
The board held nine meetings in 2015. The meetings lasted six
hours on average with an average participation rate of directors of
86%. They were primarily devoted to discussing the Company’s
corporate governance, strategy and its implementation, reviewing
operations and the annual and interim fi nancial statements, which it
approved, and preparing the Annual Shareholders’ Meeting.
3.1 Corporate governance
The board of directors, depending on the subject, on the basis
of the report of the Governance and Compensation Committee,
the Human Resourcesand CSR committee or the Audit and Risk
Committee:
•discussed the composition of its membership and that of its
committees and the principle of balanced representation of men
and women.
To this end, it continued its work to «regenerate» its composition,
with the goal of increasing the proportion of international and
female members, bringing in new skills (particularly digitalization,
technology and marketing) and embarking on a rejuvenation
process, while also maintaining the long-term goal of achieving
a tighter format.
Accordingly, at the Annual Shareholders’ Meeting on April 21,
Gregory Spierkel, who joined the board as a non-voting member
in October2014, was appointed director due to his international
experience, his supply chain expertise in a digital environment
and his excellent knowledge of information technology. It also
recommended renewing the terms which were due to expire:
Namely the terms of:
–Ms.Atkins, whose renewal was requested due to her excellent
knowledge of the United States, the technology sector,
industry and the Group’s businesses,
–Mr.Jeong Kim who, in addition to his US nationality and his
Korean origins, brings to the board his excellent knowledge
of technology and R&D issues. Mr.Kim is a former director of
Bell Lab,
–Mr.Gérard de la Martinière, who brings to the board, and to
the Audit and Risk Committee (which he chairs), his recognized
expertise in fi nancial affairs and accounting and his excellent
knowledge of the regulatory environment.
The board of directors also decided to appoint as non-voting
members, before obtaining authorization to recommend to the
Annual Shareholders’ Meeting their appointment as directors,
Cécile Cabanis (effective October2015) and Fred Kindle (effective
February2016). Each of these appointments fulfi lls the objectives
the board of directors has set itself: female representation and
rejuvenation in the case of Ms.Cabanis and internationalization
and rejuvenation for Mr. Kindle. Ms. Cabanis’ appointment
also fi ts in with the succession of the Chairman of the Audit
Committee, Mr. Gérard de la Martinière, who can no longer
qualify as an independent director due to the time he has served
on the board and whose term will expire in 2017. Ms.Cabanis
will strengthen the board’s fi nancial and accounting expertise.
Mr. Kindle’s (former CEO of ABB) excellent knowledge of the
industrial sectors in which Schneider Electric operates, will be
a valuable asset for the Group, particularly when it comes to the
defi nition and implementation of its strategy.
The board of directors also deliberated on the composition of
its committees. It enhanced the Governance and Compensation
Committee by welcoming Mr.Spierkel and Ms.Linda Knoll who
continue to take part in the Strategy Committee and the Human
Resourcesand CSR committee respectively;
•discussed whether to maintain the unifi cation of the functions of
Chairman and CEO (see above p.126 );
•discussed the succession plan for corporate offi cers at one of its
«executive sessions»;
•launched its self-assessment process. This was carried out with
the support of the secretariat of the board of directors based
on individual interviews. The conclusions of this assessment
were presented and discussed, based on the report of the
Governance and Compensation Committee, during the board of
directors meeting on February16, 2016;
•decided on the withdrawal of the supplementary pension scheme
(article39) for corporate offi cers see p.152 ;
•approved the rules relating to the compensation of the
corporate offi cers (determining the level of achievement of
their personal objectives in 2014 and setting the rules for their
2015 compensation: fi xed part, variable part, complementary
compensation and long-term incentive plan). The principles and
rules applied by the board in determining compensation and
benefi ts for corporate offi cers are presented below, see p.151 ;
•was informed of the review of changes in the compensation of
members of the Executive Committee;
•was informed of the work done by the Human Resources and
CSR committee on the succession plan for members of the
Executive Committee;
•decided the implementation of the 2015 long-term incentive plan.
It accordingly drew up a list of benefi ciaries (which includes the
corporate offi cers) and set the terms of individual awards as well
as performance conditions, see p.156 and 281 ;
•validated the calculation of the level of achievement of
performance criteria applicable to Performance Share plans 15
to 16bis;
•decided on capital increases reserved for employees, see p.280 ;
•approved the Chairman’s report on the composition of the board
and the application of the principle of balanced representation of
women and men on the board, and the conditions applicable for