APC 2015 Annual Report Download - page 152

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC150
CORPORATE GOVERNANCE
3DECLARATIONS CONCERNING THESITUATION OF THE MEMBERS
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6. Declarations concerning
thesituation of the members
oftheadministrative, supervisory
or management bodies
The members of the board of directors hold 0.06% of the share
capital and 0.07% of the voting rights.
Jean-Pascal Tricoire is Chairman of the board of directors of
Schneider Electric Industries SAS, Chairman of the board of
directors of Schneider Electric HoldingsInc. and Chairman of the
board of directors of Schneider Electric Asia Pacifi c. He receives
compensation from these two companies for the last two functions.
Emmanuel Babeau is CEO of InvensysLtd, a position for which he
receives compensation.
Magali Herbaut has a work contract with Schneider Electric
IndustriesSAS.
6.1 Service contracts
In accordance with the AFEP/MEDEF guidelines, which provide
that specifi c functions such as Vice-Chairman or lead director may
give rise to the payment of exceptional compensation which is then
subject to the rules on regulated agreements, the board of directors
has provided that the Vice-Chairman lead director shall receive the
annual sum of EUR250,000, excluding tax, as compensation for
the duties associated with this function, payable semi-annually in
the framework of an agreement referred to in articleL.225-46 of
the French Commercial Code. This agreement was approved at the
General Meeting of April21, 2015 (4thresolution).
6.2 Absence of conviction or incrimination of corporate officers
To the best of the Company’s knowledge, in the last fi ve years,
none of the directors or corporate offi cers (Chairman and CEO and
Deputy CEO) have been:
•the subject of any convictions in relation to fraudulent offenses or
of any offi cial public incrimination and/or sanctions by statutory
regulatory authorities;
•disqualifi ed by a court from acting as a member of the
administrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of
an issuer;
•involved, as a member of an administrative, management or
supervisory body or a partner, in a bankruptcy, receivership or
liquidation.
6.3 Family ties
To the best of the Company’s knowledge, none of the directors and/or corporate offi cers of the company are related through family ties.
6.4 Conflicts of interest
To the best of the Company’s knowledge, there are no arrangements
or understandings with major shareholders, customers, suppliers
or others pursuant to which a director or corporate offi cer has
been selected as a member of an administrative, management
or supervisory body or a member of Senior Management of the
Company.
To the best of the Company’s knowledge, there are no confl icts of
interest between the duties of any directors and corporate offi cers
with respect to the Company in their capacity as members of those
bodies or their private interests and/or other duties.
To the best of the Company’s knowledge, the directors and corporate
offi cers have no restrictions on the disposal of their Company shares
aside from those stipulated in stock option and performance share
plans (see page281 et seq.) for corporate offi cers and a minimum
1,000 shareholding requirement for directors.