APC 2015 Annual Report Download - page 309

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 307
ANNUAL SHAREHOLDERS’ MEETING
8
EXHIBITS TO THE BOARD OF DIRECTORS’ REPORT
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3. Exhibits to the board of directors’
report : internal regulations of
the board and charter of the Vice
Chairman Lead Independent
Director
3.1 Internal regulations of the board ofdirectors of Schneider Electric SE
Schneider Electric refers to the AFEP/MEDEF Corporate
Governance Code (April2010).
The present internal regulations have been drawn up in application
of Article13.3 of the company’s articles of association.
They were adopted by the board of directors on April25 2013.
ARTICLE1 - Method of exercising
general management – Chairmanship
and Vice-Chairmanship of the board
of directors
A. Method of exercising general management
1. General management of the Company is under the responsibility
of either the Chairman of the board of directors, who will then go
by the title of Chairman and Chief Executive Offi cer, or of another
physical person appointed by the board of directors going by the
title of Chief Executive Offi cer.
2. The board of directors decides between these two methods of
exercising general management at the time when the Chairman
of the board of directors or the Chief Executive Offi cer is
appointed or when renewing their terms of offi ce. If the board of
directors has decided to combine the functions of Chairman and
Chief Executive Offi cer, it will deliberate this choice every year.
3. In order to maintain continuity in the company’s operation if the
Chairman serving as CEO leaves his role or is prevented from
doing so, the Deputy CEO(s) shall take the interim responsibility
for general management functions in the Company, unless
otherwise decided by the board, until such time as a new CEO
is appointed. The Vice-Chairman shall temporarily take the
presidency of the board of directors.
B. Chairman of the board of directors
1. The board of directors shall elect a Chairman amongst its
members. The Chairman shall be appointed for a period that can
be no longer than his term of offi ce as a director. The Chairman
is eligible for re-election. He may be removed from offi ce by the
board of directors at any time.
2. The Chairman of the board of directors organizes and manages
the board’s works, and reports on these works at the annual
shareholders meeting.
3. The Chairman of the board of directors sets the agenda and
the schedule for Board meetings with assistance from the Vice-
Chairman-lead director.
4. The Chairman of the board of directors ensures that the different
corporate bodies operate correctly and especially that the
directors are in a position to fulfi ll their mission. The Chairman
may request any document or item of information useful to
enlighten the board of directors when preparing its meetings.
C. Vice-Chairman of the board of directors –
leadindependent director
1. The board of directors may appoint a Vice-Chairman. The Vice-
Chairman shall be appointed for a period that may not be any
longer than his term of offi ce as a director. The Vice-Chairman is
eligible for re-election. The Vice-Chairman may be removed from
offi ce by the board of directors at any time.
2. The Vice-Chairman shall preside over Board meetings in the
absence of the Chairman.
The Vice-Chairman shall be called upon to replace the Chairman
of the board of directors in the event of any temporary inability
of the latter to fulfi ll his functions or his death. In the event of the
Chairman’s inability to fulfi ll his functions, he will be replaced by
the Vice-Chairman as long as his inability may last and, in the
case of his death, until the election of a new Chairman.
3. In exception to 1 above, and in compliance with Article12.2 of
the articles of association, the appointment of a Vice-Chairman
is compulsory if the roles of Chairman and CEO are combined.
In this case, the Vice-Chairman also takes on the role of lead
independent director. In this respect:
–the Vice-Chairman is kept informed of major events in Group
life through regular contacts and monthly meetings with the
Chairman serving as CEO;
–the Vice-Chairman is consulted by the Chairman serving as
CEO on the agenda and the sequence of events for every
Board meeting as well as on the schedule for Board meetings;
–the Vice-Chairman may convene executive sessions with non-
executive members of the board of directors, over which he
will preside. An executive session shall be included on the
agenda of every Board meeting. It is the Vice-Chairman’s
responsibility to decide whether it should be held or not. It is
therefore held as decided by the Vice-Chairman, either directly
before or after each Board meeting. In addition, the Vice-
Chairman may convene an executive session between two
Board meetings. Any director may ask the Vice-Chairman to
convene an executive session;