APC 2015 Annual Report Download - page 312

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC310
ANNUAL SHAREHOLDERS’ MEETING
8EXHIBITS TO THE BOARD OF DIRECTORS’ REPORT
be invited to resign from the board of directors or the committee
concerned, as appropriate.
3. Members of the board of directors shall be bound by a general
confi dentiality obligation with respect to the deliberations of
the board and the committees and with respect to information
which is not in the public domain, which they receive further to
performing their duties.
4. Directors may not exercise more than four other terms of offi ce
in listed companies outside the Group.
5. Members of the board of directors shall have a duty to inform the
board of directors of any offi ce they may hold or no longer hold
in other companies.
6. Members of the board of directors shall have a duty to inform the
board of directors of any confl
ict of interest with the company
and they shall be invited not to take part in any vote and possibly
any debate on the deliberations concerned.
7. During their term of offi ce, members of the board of directors
shall possess at least 1,000 shares in Schneider Electric SE.
For the application of
this obligation, except for the 250 shares
which must be held to comply with Article11.1 of the articles of
association, shares held via a Company Mutual Fund essentially
invested in Company shares can be taken into account. The
Schneider Electric shares that they hold shall either be in purely
registered (nominatif pur) or in managed registered (administré)
form.
8. Members of the board of directors shall inform the fi nancial
market authority within the fi
ve trading days following completion
of the operation, by e-mail at the following address: https://
onde.amf-france.org/RemiseInformationEmetteur/Client/
PTRemiseInformationEmetteur.aspx, as well as the secretary to
the board of directors, of any acquisitions, sales, subscriptions
or exchanges concerning shares issued by Schneider Electric
SE or any operations on fi nancial instruments related to them, in
the sense of the application decree of ArticleL.621-18-2 of the
French Monetary and Financial Code.
9. Members of the board of directors undertake to comply with
the internal rules of conduct governing stock-market ethics
Group’s code of ethics, of which they have received a copy, with
respect to their personal fi nancial transactions. In consequence,
members of the board of directors may not acquire or dispose of
options or any other derivative relating to Schneider Electric SE
shares, except authorized hedging of stock option plans in order
to hedge stock option plans (eg: hedging of shares subscribed
upon exercise of options).
Members of the board of directors shall refrain from carrying out
any transaction involving company’s listed shares during the 31
days before the day following publication of annual or half-yearly
accounts, and during the 16-day period before the day following
publication of quarterly information. The same principle applies
when they hold insider information, i.e. precise information
concerning the company, which has not been made public and
which, if it were made public, could have a marked impact on
share price or on any fi nancial instrument related to them.
10. Members of the board of directors shall attend A nnual
Shareholders’ M eetings.
11. Members of the board of directors shall be remunerated by the
payment of directors’ fees allocated at A nnual Shareholders’
M eetings . The said amount will be divided by the board of
directors amongst its members.
Missions entrusted to the Vice-Chairmen/senior director shall
give rise to exceptional remuneration covered by the statutory
conventions regime.
12. Travelling expenses, notably including hotel and restaurant
expenses, incurred by the members of the board of directors
further to the performance of their duties, shall be borne by the
company on production of supporting documents.
ARTICLE7 - Non-voting directors
The non-voting directors shall attend b oard meetings in a
consultative capacity.
They shall receive the same information as the other members of
the board. They may be appointed as members of committees,
except for the Audit C ommittee.
They shall act in the interests of the company under all circumstances.
They shall be bound by the same general confi dentiality obligation
as the members of the board of directors and shall be subject to
the same limitations regarding transactions involving the company’s
shares. Their remuneration shall be determined by the board of
directors.
ARTICLE8 - The committees of the board of
directors
1. The committees created by the board of directors shall be as
follows:
–Governance C ommittee,
–Audit and Risk C ommittee,
– Human Resources and Corporate Social Responsibility
committee,
–Strategy C ommittee.
2. The role of these committees shall be to research and prepare
certain matters to be considered by the board of directors.
They shall make proposals, give recommendations and issue
opinions, as appropriate, in their area of competence.
Created by virtue of Article 13 of the articles of association,
they shall only have a consultative role and shall act under the
authority of the board of directors.
3. The chairmen and members of the committees shall be
appointed by the board of directors. However, the Vice-
Chairman lead director shall preside over the Governance
C ommittee. They shall be appointed in a personal capacity and
may not be represented.
The terms of offi ce of committee members shall coincide with
their terms of offi ce as members of the board of directors. The
terms of offi ce of committee members may be renewed.
4. Committees shall meet on the initiative of their Chairman or on
request from the Chairman of the board of directors or the CEO.
5. The Chairman and CEO or the CEO shall be kept informed of
committee meetings. He or she shall be in regular contact with
committee chairmen.
6. Committee meetings shall be held at the company’s registered
offi ces or any other place decided upon by the Chairman of the
committee with an agenda prepared by the latter. If necessary
they may be held by audio or video conference.