APC 2015 Annual Report Download - page 148

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC146
CORPORATE GOVERNANCE
3BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES ANDACTIVITIES)
4.2 Governance and Compensation Committee
Composition in 2015
The board of directors’ internal regulations and procedures
provide that the Governance and Compensation Committee must
have at least three members. It is chaired by the Vice-Chairman
independent lead director.
This committee is composed of fi ve members: Léo Apotheker,
Chairman, and Willy Kissling, Linda Knoll (appointed in
December2015), Grégory Spierkel (appointed in June2015) and
Rick Thoman.
At December 31, 2015, the Governance and Compensation
Committee, chaired by an independent director was composed of
80% of independent directors.
Operating procedures
The committee is chaired by the Vice-Chairman independent lead
director. The committee meets at the initiative of its Chairman or at
the request of the Chairman and CEO. The agenda is drawn up by
the Chairman, after consulting with the Chairman and CEO. The
committee shall meet at least three times a year.
The committee may seek advice from any person it feels will help
it with its work.
The secretary to the board of directors is the committee’s secretary.
Responsibilities
The committee will formulate proposals to the board of directors in
view of any appointment made:
(i) the board of directors as:
–director or non-voting member,
–Chairman of the board of directors, Vice-Chairman, or
Independent Vice-Chairman lead director,
–Chairman or committee member;
(ii) the company’s Senior Management. The committee also advises
the board on proposals for the appointment of any Deputy Chief
Executive Offi cer.
The committee proposes provisions to the board of directors that
will reassure both shareholders and the market that the board of
directors carries out its duties with all necessary independence and
objectivity. For this purpose, it will organize for yearly and two-yearly
assessments to be made of the board of directors. It shall make
proposals to the board of directors on:
•determining and reviewing directors’ independence criteria and
directors’ qualifi cations with regard to criteria;
•missions carried out by the committees of the board of directors;
•the evolution, organization and operation of the board of directors;
•the Company’s use of national and international corporate
governance practices;
•the total value of attendance fees proposed to the Annual
Shareholders’ Meetings together with their allocation between
the members of the board and compensation of the Vice-
Chairman independent lead director.
The committee develops proposals to the board of directors on:
compensation of corporate offi cers (Chairman of the board of
directors and/or CEO, and Deputy CEOs) and any forms of benefi ts
granted to them. In this respect, it shall prepare annual assessments
of the persons concerned.
Activities in 2015
The committee, which met seven times in 2015, prepared proposals
for the board on:
•the composition of the board of directors and its committees;
•the status of the members of the board with regard to the
independence criteria;
•the continued unifi cation of the functions of Chairman and CEO;
•the compensation of corporate offi cers (amount and structure of
2015 compensation, 2015 objectives and level of achievement of
2014 objectives) and the allocation to the above of performance
shares as part of the long-term incentive plan;
•the withdrawal of the supplementary pension scheme (article39)
for corporate offi cers and the resulting adaptation of their
compensation and their statutes;
•the operation of the board of directors (rules regarding remote
participation,etc.);
•the presentation of «S ay on P ay» to the Annual Shareholders’
Meeting.
The committee also reported to the board on:
•its review of the succession plan for corporate offi cers.
The committee also reported to the board on:
•the draft report of the Chairman of the supervisory board on
corporate governance;
•developments in the legislative and regulatory environment.
The committee also met jointly with the Human Resources and CSR
committee to review and make proposals to the board of directors
on changes to the long-term incentive plans.
The attendance rate of directors who are members of the
committee was 100%. It reported on its work at the b oard meetings
on February18, April21, June29& 30, July28, October28 and
December9, 2015.