APC 2015 Annual Report Download - page 308

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC306
ANNUAL SHAREHOLDERS’ MEETING
8REPORT OF THE VICE-CHAIRMAN INDEPENDENT LEAD DIRECTOR OF THE BOARD OF DIRECTORS
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2. Report of the Vice-c hairman
i ndependent l ead d irector of the
board of directors (for the period
January-December 2015)
Mr.Apotheker hereby reports on the work he carried out in 2015 as
part of his administrative functions as Vice-Chairman i ndependent
l ead d irector.
At the Annual Shareholders’ Meeting of May6, 2014, the board of
directors appointed Leo Apotheker as Vice-Chairman i ndependent
l ead d irector for his remaining term of offi ce(1).
1. Powers of the Vice-Chairman i ndependent
l ead d irector
The Vice-Chairman i ndependent l ead d irector is appointed by the
board of directors in application of article12 of the by-laws, which
provide for the appointment of a Vice-Chairman with the function of
a director if the roles of Chairman and CEO are combined.
In compliance with article12 of the by-laws, the duties of the Vice-
Chairman Lead Director are defi ned by the internal regulations of
the board of directors. Those internal regulations and the charter
for the Vice-Chairman Independent Lead Director can be found
on page 307 à 313 . They are also published on the Company’s
website, www.schneider-electric.com.
2. Activities of the Vice-Chairman
Independent Lead Director
Information of the Vice-Chairman Independent Lead
Director
To be able to carry out his duties, the Vice-Chairman Lead Director
must have excellent knowledge of the Group and be particularly
well informed about its business performance.
As such, the Vice-Chairman Independent Lead Director is kept
informed of current events and the performance of the Group through
weekly exchanges and monthly meetings with the Chairman and
CEO. He has met all members of the Group Executive Committee.
In addition, he has continued the visits to Group sites around the
world that he began as part of the preparation for his duties. He
has been to several countries and Group sites. These visits were
an opportunity to meet with local employees and managers of the
Group, as well as with customers. He has been kept up to date on
the Group’s competitive environment.
Participation in the preparation of recommendations
The Vice-Chairman i ndependent l ead d irector participated in the
preparation for meetings of the board of directors. As a result, he
has participated in all the “pre-Board” meetings. Each meeting of
the board of directors is preceded by two pre-Board meetings, in
which the Chairman, the Vice-Chairman l ead d irector, the Deputy
Chief Executive Offi cer and Secretary of the board of directors
review the topics and issues addressed by the committees, and
establish the agenda prepared by the Chairman and the content of
the meeting fi le.
Executive sessions
The Vice-Chairman l ead d irector presides over the executive
sessions. He makes the decision on holding them after consultation
with the members of the board of directors. The item shall be
included on the agenda of every meeting of the board of directors.
The board of directors held two executive sessions (July1, 2015
and December 9, 2015) during which its members expressed
their views and observations on the functioning of the Senior
Management, the Board and its committees. They also exchanged
views about some elements of the Group’s strategy, and about the
succession plan of the Chairman.
The Vice-Chairman Lead Director returned the conclusions to the
Chairman that same day.
Other duties
The Vice-Chairman Lead Director conducted the annual assessment
of the board of directors with the assistance of the secretary of
the board of directors. This assessment emphasized that the
Company’s governing bodies operate with effi ciency, openness
and transparency. All of the fi ndings and areas for improvement that
were chosen by the board of directors are presented on page 128
of the registration document.
The Vice-Chairman l ead d irector has also had frequent contact with
each of the directors.
He ensured that there was no confl ict of interest within the board of
directors, which he would have been responsible for bringing to the
attention of the Chairman.
(1) The term of offi ce of Léo Apotheker will be renewed in 2016.