APC 2015 Annual Report Download - page 149

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 147
CORPORATE GOVERNANCE
3
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES ANDACTIVITIES)
4.3 Human Resources and CSR committee
Composition in 2015
The internal regulations and procedures of the board of directors
stipulate that the Human Resources and CSR committee must
have at least three members.
This committee is composed of fi ve members: Henri Lachmann,
Chairman, Magali Herbaut, Willy Kissling, Linda Knoll and Cathy
Kopp.
At December31, 2015, 50% of the Human Resources and CSR
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. 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 Group Human Resources Director, Olivier Blum is the
committee secretary.
Responsibilities
The committee develops proposals to the board of directors on:
•the establishment of stock purchase or subscription options
plans, the allocation of free/performance shares, and the
monetary value of options or shares allocated to corporate
offi cers.
The committee shall formulate projects on proposals made by
general management on:
•compensation for members of the Executive Committee;
•principles and conditions for determining the compensation of
Group executives.
The committee shall be informed of any nomination of members of
the Executive Committee and of main Group executives.
It shall examine succession plans for key Group executives.
The committee prepares for the board of directors’ deliberations on (i)
employee shareholder development, (ii) reviews made by the board
on social and fi nancial impacts of major re-organization projects
and major Human Resource policies, (iii) monitoring management
of risks related to Human Resources and (iv) examining the different
aspects of the Group’s CSR policy, including the policy on the equal
treatment of men and women.
Activities in 2015
The committee, which met three times in 2015, with all members
present, drew up proposals for the board of directors on:
•the 2015 annual long-term incentive plan and more specifi cally
on the implementation of the annual performance share plan;
•the 2015 long-term incentive plan;
•the launch in 2016 of a new Group employee share issue.
(Wesop 2016).
The committee also reported to the board on:
•the compensation reviews of Executive Committee members;
•the performance reviews of Executive Committee members;
•the review of succession plans for members of the Executive
Committee;
•the review of the policy of male/female equal opportunities and
compensation;
•the overview of the 2015 global employee shareholding plan;
•the discovery report by Olivier Blum at the end of his fi rst few
months as Executive Vice-President of Global Human Resources.
The committee also met jointly with the Governance and
Compensation Committee to review and make proposals to the
board of directors on changes to the long-term incentive plans.
It reported on its work to the board at the February18, October28
and December9, 2015 meetings.
4.4 Strategy Committee
Composition in 2015
The internal regulations and procedures of the board of directors
provide that the Strategy Committee must have at least three
members.
This committee is composed of six members: Xavier Fontanet,
Chairman, Léo Apotheker, Betsy Atkins, Noël Forgeard, Jeong Kim
and Gregory Spierkel.
At December 31, 2015, the Strategy Committee included 100%
independent directors.
Operating procedures
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.
In order to carry out its assignments, the committee may hear any
person it wishes and call upon the Strategy Director.
The Strategy Director, Michel Crochon, is the committee secretary.
Responsibilities
The committee will prepare the board of directors’ deliberations on
strategic matters. For this purpose:
•it shall give its opinion to the board of directors on the major
acquisition, joint-venture and disposal projects that are presented
to the board for authorization;