APC 2015 Annual Report Download - page 303

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 301
ANNUAL SHAREHOLDERS’ MEETING
8
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Composition of the board of directors –
Seventh to Twelfth Resolutions
Your board of directors, at its meeting on February16, 2016, noted
the decisions of Messrs. Noël Forgeard, Henri Lachmann and
Richard Thoman not to renew their terms of offi ce approaching
expiry at the closing of the 2016 Generale Assembly. It also noted
the resignations of Mr.Jeong Kim at the close of 2016 Shareholders’
meeting and of Ms.Lone Fønss Schrøder .
Your board of directors was keen to highlight all the recognition
that the company owes these individuals who have supported the
Group through different step of it’s strong development .
It paid tribute in particular to Mr.  Henri Lachmann who was its
Chairman and Chairman of the supervisory board.
Your board of directors decided, at the recommendation of its
Governance and Remunerations Committee, to propose the following
appointments and re-elections of directors for your approval:
•the appointment of Ms. Cécile Cabanis and Mr. Fred Kindle; and
•the re-election of Messrs. Léo Apotheker, Xavier Fontanet,
Antoine Gosset-Grainville and Willy Kissling.
These recommendations are part of your Board’s Policy of
‘Regeneration’ : the aims of which are as follows:
•to increase its internationalization while maintaining a certain
geographical balance;
•to increase the female quota with a view to achieving female
representation of over 40% by 2017;
•to bring new skills on board, which also rejuvenate its composition;
•to achieve a tighter format.
Ms. Cabanis, Chief fi nancial offi cer and member of the Executive
Committee of Danone, was appointed by your board of directors
as a non-voting member on October28, 2015. She will bring to
the board her excellent understanding of fi nancial matters, her
knowledge of marketing technologies and her experience, gained
both in France and abroad, within a major multinational group.
Ms.  Cabanis, aged 44 and of French nationality, graduated from
Agro Paris Grignon, started her career in 1995 at L’Oréal in South
Africa, where she occupied the positions of Logistics Manager and
Management Control Manager, before moving to France where
she worked as an Internal Auditor. In 2000, she became Deputy
Director of the France Télécom Group’s Mergers and Acquisitions
Department. In 2004, she joined Danone as Corporate Finance
Director. In 2005, she was appointed Business Development Director
at Danone, and in 2008 became Financial Director for Fresh Dairy
Products in the Western Europe region. In September2010, Cécile
Cabanis was appointed Financial Director for Fresh Dairy Produce.
Since January 2015, she has been Chief fi nancial offi cer and a
member of the Executive Committee of Danone Ms. Cabanis is also
Director of Danone Russia, Danone Industria, Danone CIS Holdings
BV, Danone Djurdjura and the Danone pour l’Ecosystème Fund.
Ms.  Cabanis will be an independent director. She holds 1,000
Schneider Electric SE shares.
Mr. Kindle, aged 56 and a citizen of Liechtenstein, is an independent
consultant and Director for companies. He was CEO of the ABB
Group from 2004 to 2008. He brings to the board his wealth of
knowledge of the Group’s activities and markets, his international
experience and his strong operational and fi nancial expertise.
He graduated from the Swiss Federal Institute of Technology
(ETH) in Zurich and holds an MBA from Northwestern University,
Evanston, USA. Fred Kindle started his career in Liechtenstein and
after at joining McKinsey & Company in New York and Zurich. He
then joined the Swiss group Sulzer. He was Chief Executive Offi cer
of Sulzer Industries before being appointed CEO of Sulzer AG in
2001. In 2004, he joined the ABB group of which he was CEO from
2005 to 2008. He then became a partner at Clayton, Dubilier & Rice
LLP, a private equity fund based in London and New York.
He will bring to the Board his deep knowledge in the group’s Business
Activities, his International experience and strong operational and
fi nancial expertise. He is currently Vice-President of Zurich Insurance
Group Ltd (Switzerland) and Chairman of the board of directors of
VZ Holding AG. He is a former Director of Rexel.
Fred Kindle will be an independent director. He holds
40,000Schneider Electric SE shares. Mrs. Cabanis and Mr. Kindle
will be appointed to the audit and risk committee.
The biographies of Messrs. Léo Apotheker, Xavier Fontanet, Antoine
Gosset-Grainville and Willy Kissling can be found on pages 130 . We
would like to highlight that they are appointed as independent directors
according to the defi nition provided in the Corporate Governance
Code of listed AFEP/MEDEF companies, with the exception of
Mr. Kissling since he has been on the Board for over 12 years.
If you approve these proposals, the board of directors will be 38.5%
female, 45% of non-French origin and 74% independent directors.
Indeed, your board of directors considers that in addition to Mr.  Jean-
Pascal Tricoire and Ms.  Magali Herbaut, who represents employee
shareholders, Mr. Willy Kissling and Mr. de La Martinière do not have the
status of independent director. Furthermore, under the AFEP/MEDEF
guidelines, they have lost that status due to their long years of service on
the Board. The other board members are or will be independent directors.
Review of attendance fees
– Thirteenth Resolution
In the Thirteenth Resolution, your Board recommends increasing
the budget of attendance fees allocated to members of the board,
which was fi xed in 2013 by the Annual Shareholders’ Meeting, from
EUR1,300,000 to EUR1,500,000. This review is made with a view
to taking into account the directors’ increasing workload. On this
subject, the board held nine meetings in 2015 lasting 6 hours on
average (3 hours 50 minutes in 2013). The work of the committees
has also increased. However, the members of the Board are all
members of at least one committee, and a third of them are members
of two committees. Moreover, in addition to the preparatory work
for every board and committee meeting, the members of the board
are expected to attend training/information days and meetings with
management, which totaled four days in 2015.
Furthermore, your board of directors also considers that a
revaluation of the attendance fees allocated to directors is important
in order to attract the best international skills. In this respect, the
median compensation of S&P 500 US companies non executive
directors is 255,000US dollars in 2015.
We remind you that, in 2014, eight companies in the CAC40 reported
an overall attendance fee package in excess of EUR1.3million.
Re-appointment of statutory auditors –
Fourteenth Resolution to Seventeenth Resolution
The board of directors, at the recommendation of the Audit & Risks
Committee, proposes re-electing as statutory auditors for the company
the fi rms Ernst & Young et Autres and Mazars, as well as re-electing the
alternate auditors, whose terms of offi ce are due to expire at the Annual
Shareholders’ Meeting to approve the 2015 annual accounts.