APC 2015 Annual Report Download - page 146

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC144
CORPORATE GOVERNANCE
3BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES ANDACTIVITIES)
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4. Board committees
(composition,operating
procedures andactivities )
This section is part of the Chairman of the board of directors’ report
In its internal regulations, the board defi ned the functions, missions
and resources of its four review committees: the Audit and Risk
Committee, the Governance Committee, the Compensation,
Human Resources and CSR committee and the Strategy
Committee.
On May6, 2014, the board of directors reviewed the committees’
names and areas of competence. As a result, the Governance
Committee became the Governance and Compensation
Committee, recognizing its competence in matters concerning
corporate offi cer compensation, which were previously the purview
of the Compensation, Human Resources and CSR committee. The
latter is now the Human Resources and CSR committee.
Committee members are appointed by the board of directors on
the proposal of the Governance Committee. Committees may open
their meetings to the other board members. The Vice-Chairman
independent lead director may attend any meetings of committees
of which he is not a member. The committees may commission
studies from outside consultants after having consulted with the
Chairman of the board of directors. They may invite anybody they
wish to meetings, as necessary. Secretaries of the board committees
organize and prepare the work of the committees. They compile the
minutes for the meetings of the committees which, following approval,
are sent to all members of the board of directors. The secretaries
of the committees are members of Group management teams and
specialists in the subjects of competence of each committee.
4.1 Audit and Risk Committee
The members, operating procedures and responsibilities of the
Audit and Risk Committee are compliant with the recommendations
included in the Audit Committee fi nal report published by the AMF
in July2010.
Composition in 2015
The internal regulations and procedures of the board of directors
stipulate that the Audit and Risk Committee must have at least three
members. Two-thirds of the members must be independent and at
least one must have in-depth knowledge of accounting standards
combined with hands-on experience in applying current accounting
standards and producing fi nancial statements.
The Audit Committee has four members: Gérard de La Martinière,
Chairman, Noël Forgeard, Antoine Gosset-Grainville, and Lone
Fønss Schrøder. They are all independent, with the exception
of Gérard de La Martinière, who has over 12 years of service on
the board of directors. As demonstrated by their career records,
summarized on page132 et seq. the Audit Committee members all
have recognized expertise in fi nance, economics and accounting.
Gérard de La Martinière was General Secretary of the COB,
member of the executive board and Director of Finance, Control
and Strategy of the AXA group, and member of EFRAG (European
Financial Reporting Advisory Group). He brings to the committee
his vast fi nancial expertise and excellent knowledge of accounting
standards.
In addition to their fi nancial and accounting expertise, Noël Forgeard
also brings special expertise to the committee on industrial issues,
Lone Fønss Schrøder on the oil sector and supply chain, and
Antoine Gosset Grainville on the macroeconomic and competitive
environment.
At December 31, 2015, 75% of the Audit and Risk Committee
consists of independent directors.
Operating procedures
The committee meets at the initiative of its Chairman or at the
request of the Chairman and CEO. At least fi ve meetings are held
during the year.
The committee may invite any person it wishes to hear to its
meetings. The statutory auditors attend meetings at which fi nancial
statements are reviewed and, depending on the agenda, all or some
of the other meetings. It may also require the CEO to provide any
documents it deems to be useful. It may also commission studies
from external consultants.
The Executive Vice-President, Finance is the spokesperson for the
Audit and Risk Committee.
The director of internal auditing is the secretary of the Audit and
Risk Committee.
Responsibilities
A cornerstone of the Group’s internal control system, the Audit and
Risk Committee is responsible for preparing the work of the board
of directors, making recommendations to the board and issuing
opinions on fi nancial, accounting and risk management issues.
Accordingly, it:
•prepares for the annual and interim fi nancial statements to be
approved by the board and, more particularly:
–checks the appropriateness and consistency of the accounting
methods used for drawing up consolidated and corporate
accounts, as well as checking that signifi cant operations on
Group level have been dealt with appropriately and that rules
relating to the scope of consolidation have been complied with,