APC 2015 Annual Report Download - page 310

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC308
ANNUAL SHAREHOLDERS’ MEETING
8EXHIBITS TO THE BOARD OF DIRECTORS’ REPORT
–the Vice-Chairman shall promptly report to the Chairman
serving as CEO on the conclusions of executive sessions;
–the Vice-Chairman shall draw the attention of the Chairman
and of the board of directors to any possible confl icts of
interest that he may have identifi ed;
–the Vice-Chairman is Chairman of the Governance committee;
–like any other member of the board, the Vice-Chairman may
attend any meetings of committees of which he is not a
member;
–in order to complement his knowledge, the Vice-Chairman
may meet the Group’s leading managers and visit company
sites;
–the Vice-Chairman carries out annual and biennal assessments
of the board of directors and, in this context, assesses the
actual contribution of every member of the board to the
board’s works;
–the Vice-Chairman shall report on his actions at annual general
shareholders meetings;
–the Vice-Chairman shall meet any shareholder who wishes so
and inform the board of their concerns on governance matters.
4. The Vice-Chairman-lead director must be an independent
member of the board, as defi ned in the criteria published by the
company.
As a transitional measure, Article12.2 of the articles of association
provides for the fi rst Vice-Chairman lead director to be the former
Chairman of the supervisory board for the remaining duration of his
term of offi ce.
ARTICLE2 - Roles and powers of the board
ofdirectors
1. The board of directors shall determine c ompany business
policies and ensure that they are implemented. Subject to the
powers expressly conferred to A nnual S hareholders’ M eetings
and within the limit of the corporate purpose, it shall deal with
any issue affecting the c ompany’s effi cient operation and take
business decisions within its remit.
2. In accordance with legal or statutory provisions, it is the board of
directors’ responsibility to:
–determine the method of exercising general management of
the company,
–appoint executive corporate offi cers and also remove them
from offi ce (Chief Executive Offi cer, deputy Chief Executive
Offi cers) as well as to set their remuneration and the benefi ts
granted to them,
–co-opt directors whenever necessary,
–convene A nnual S hareholders’ M eetings ,
–approve corporate and consolidated accounts,
–draw up management reports and reports for annual general
shareholders meetings,
–draw up management planning documents and the
corresponding reports,
–approve the report drawn up by the Chairman of the board
of directors as provided for in ArticleL.225-37 of the French
Commercial Code,
–decide on the use of the delegations of authority granted at
annual general shareholders meetings, more particularly for
increasing company capital, redeeming the company’s own
shares, carrying out employee shareholding operations and
cancelling shares,
–authorize the issue of bonds,
–decide on the handing out of options or restricted/performance
shares within the limits of authorizations given at A nnual
S hareholders’ M eetings,
–authorize statutory conventions (conventions covered by
Article L. 225-38 and following of the French C ommercial
Code),
–authorize the issue of sureties, endorsements and guarantees,
–decide on the constitution of study committees and name their
members,
–decide on the dates for the payment of dividends and any
possible down-payments on dividends,
–distribute directors’ fees allocated at the A nnual S hareholders’
M eetings amongst members of the board of directors.
In compliance with the provisions set forth in the French Commercial
Code, the board of directors delegates all powers to the Chairman
serving as CEO (or the CEO if appropriate):
–for issuing, with the possibility of sub-delegating, sureties
endorsements or guarantees within a maximum annual sum of
EUR500million, limited per surety, endorsement or guarantee
to:
(i) EUR150million for commitment guarantees made by
Group subsidiaries for Group fi
nancial optimization
operations,
(ii) EUR250million for commitment guarantees made
by Group subsidiaries, for taking over the company’s
commitments whenever acquisition operations are made
on companies or business activities,
(iii) EUR100million for other guarantees.
The above limits are not applicable to any sureties, endorsements
and guarantees that may be issued with regard to tax or customs
authorities.
–for formally noting any increases in capital following conversions
of convertible bonds, exercising warrants and stock options,
as well as subscribing to capital securities or shares giving
access to company capital in the context of increases in
capital reserved for employees and carrying out all prior and
subsequent formalities related to any such changes in capital
and to any modifi cations to the articles of association.
3. To enable the board to exercise its duties as defi ned in 1 and
beyond its specifi
c powers summarized in 2, the board of
directors:
–shall be informed by its Chairman or by its committees of any
signifi cant event concerning the company’s effi cient operation
as well as the successful conclusions of any signifi cant
projects;
–shall give prior authorization for:
– all disposals or acquisitions of holdings or assets by the
company or by a company in the Group for a sum of more
than EUR250million,
– concluding any strategic partnership agreement;
– shall make an annual review of its composition, its
organization and its operation;
– shall be consulted for its opinion prior to acceptance by
the Chief Executive Offi cer or deputy executive offi cers of
any corporate appointment in a listed company outside the
Group.
4. The works of the board of directors and its committees shall be
included in the annual report.