APC 2015 Annual Report Download - page 145

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 143
CORPORATE GOVERNANCE
3
BOARD ACTIVITIES
the preparation and organization of the work carried out by the
board, and the internal control and risk management procedures
implemented by the Company.
In 2015, the board of directors held two « executive sessions »
during which the members of the board of directors discussed: the
planned merger with Aveva, the strategy, the succession plan for
the Chairman, the operation of the Group’s general management,
the composition of the Executive Committee, and the operation of
the board of directors.
In addition, the board discussed the compensation of the Chairman
and CEO and the Deputy CEO, without the presence of the
interested parties.
3.2 Strategy
The board of directors conducted an in-depth review of the Group’s
strategy at a two-day meeting devoted entirely to this topic, as it does
each year. This meeting, which was held in Boston in June2015,
was followed up the next day by a day at the Schneider Electric
site in Andover devoted to a session of one-to-one interviews
between directors and members of the Executive Committee and
a visit to the laboratories, The following day, there was a visit to the
laboratories of the Massachusetts Institute of Technology, MIT.
In addition, the board monitored, throughout the year, developments
in the negotiations for the planned merger with British company
AVEVA, which did not end up coming to fruition.
It also monitored the implementation of the policy of targeted
divestments on the periphery of the Group’s core businesses. To
this end, it authorized the sale of Juno Lighting group and was kept
informed of other sales of activities completed during the fi nancial
year.
In addition, it heard the reports of the Chairman of the Strategy
Committee on the work of this committee, which met three times
during the year. The board has been informed of the moves and
changes of competitors of Schneider Electric.
3.3 Activities and results
On the basis of the report of the Auditand risks committee, the board
of directors reviewed and discussed the fi nancial commitments of
the new company program «Schneider is On ».
It was informed of the Group’s 2015 objectives.
It read the quarterly business reports prepared by the Senior
Management. At each meeting, the board was also informed of the
business market.
On February 18, 2015, the board of directors reviewed and
approved the 2014 fi nancial statements based on the Audit and
Risk Committee’s report and the report by the statutory auditors,
who were present at the meeting. The board decided to propose
to the Annual Shareholders’ Meeting that the dividend be set at
EUR1.92 per share. Similarly, on July 28, 2015, it reviewed and
approved the fi nancial statements for the fi rst half of 2015.
Based on the Audit and Risk Committee’s report, the board of
directors was informed about and discussed changes in risk
mapping and the work of the Group’s internal audit and internal
control teams. The Audit Committee also reported to the board
on its other duties, which were also a subject of discussion, in
relation to risk management monitoring (risk coverage by insurance,
supplier risks).
It reviewed the conclusions of the Audit and Risk Committee
following its duties carried out particularly in relation to:
•steering of R&D within the Group;
•implementation of the purchasing policy as part of the «global
supply chain»;
•the integration of Invensys and Samara ElectroShield;
•the processes in place within the Group aimed at ensuring
deployment of the Principles of Responsibility and fraud
prevention;
•the Simplify initiative of the new company program;
•the conditions under which projects are carried out within the
Group.
The board of directors, at the recommendation of the Audit and Risk
Committee decided to propose to the 2016 Annual Shareholders’
Meeting the renewal (for a period of six years) of the terms of
statutory auditors ERNST & YOUNG ET AUTRES and MAZARS
which are due to expire in 2016.
The board of directors also monitored the implementation of the
share buyback and debt management program.
3.4 Annual Shareholders’ Meeting
The board approved the agenda and draft resolutions of the 2015
Annual Shareholders’ Meeting, and its report to the shareholders
at the meeting. It read the proxy-advisors’ reports. It was informed
of the stances expressed by the shareholders met during the
preparation of the Annual Shareholders’ Meeting. It approved the
responses to the written questions.
Almost all directors were present at the meeting (14/15). They
approved all resolutions presented to them, including those relating
to the composition of the board of directors, to « S ay on P ay »,
to the implications of the withdrawal of the supplementary pension
scheme (article39) for corporate offi cers in their statutes and to the
renewal of fi nancial authorizations.