APC 2015 Annual Report Download - page 314

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC312
ANNUAL SHAREHOLDERS’ MEETING
8EXHIBITS TO THE BOARD OF DIRECTORS’ REPORT
ARTICLE10 - Governance and Remuneration
committee
1. Membership and operation of the Governance and
Remuneration C ommittee
The C ommittee shall be comprised of at least three members.
The Governance and Remuneration committee shall be presided
by the Vice-Chairman-lead director. Failing this, the board shall
appoint the Chairman of the committee.
The secretary to the board of directors shall be the secretary of the
Governance C ommittee.
The committee shall meet at the initiative of its Chairman. The
agenda shall be drawn up by the Chairman of the committee
after consultation with the Chairman of the board of directors. The
committee shall meet at least three times a year.
In order to carry out its assignments, the committee may hear any
person it wishes.
2. The Governance committee’s duties:
The committee will formulate proposals to the board of directors in
view of any appointment made:
(i) To the board of directors:
–directors or non-voting directors,
–Chairman of the board of directors, Vice-Chairman and Vice-
Chairman lead director,
–C hairmen and members of committees;
(ii) For general management of the company. The committee will
also give its opinion to the board on nominations for any Deputy
CEO
s.
The commitee shall formulate proposals to the board of directors on
remuneration of executive corporate offi cers (chairman of the board
of directors and/or CEO, deputy CEO’s) on the value of handing out
any options or shares to executive corporate offi cers, and any forms
of benefi t granted to them. In this respect, it shall prepare annual
assessments of the persons concerned.
The committee shall propose measures to the board of directors
that will reassure both shareholders and the market that the board
of directors carries out its duties with all necessary independence
and objectivity. For this purpose, it will organize for yearly and two-
yearly assessments to be made of the board of directors. It shall
make proposals to the board of directors on:
•determining and reviewing directors’ independence criteria and
directors’ qualifi cations with regard to criteria,
•missions carried out by the committees of the board of directors,
•the evolution, organization and operation of the board of directors,
•the c ompany’s use of national and international corporate
governance practices,
•the total value of directors’ fees proposed at annual general
shareholders meetings together with their allocation amongst
members of the board of directors.
ARTICLE11 - Human Resources and Corporate
Social Responsibility C ommittee
1. Membership and operation of the Human
Resources and Corporate Social Responsibility
Committee
The committee shall be comprised of at least three members.
The D irector of Group Human Resources shall be secretary to the
Human Resources and Corporate Social Responsibility C ommittee.
The C ommittee shall meet at the initiative of its Chairman. The
agenda shall be drawn up by the Chairman of the committee after
consultation with the Chairman serving as CEO. The committee
shall meet at least three times a year.
In order to carry out its assignments, the committee may hear any
person it wishes.
2. The committee’s duties:
The committee shall formulate projects to the board of directors on:
•the commitee shall formulate proposals to the board of directors
on setting up plans for share subscription or purchase options
and the handing out of restricted shares.
The committee shall formulate opinions on proposals made by
general management on:
•remuneration for members of the Executive Committee,
•principles and conditions for determining the remuneration of
Group executives.
The committee shall be informed of any nomination of members of
the Executive Committee and of main Group executives.
It shall examine succession plans for key Group executives.
The committee shall prepare the board of directors’ deliberations on
(i) employee shareholder development, (ii) reviews made by the board
on social and fi nancial impacts of major re-organization projects
and major human resource policies, (iii) monitoring management of
risks related to Human Resources and (iv) examining the different
aspects of the Group “CSR” policy.
ARTICLE12 - Strategy Committee
1. Membership and operation of the Strategy
committee
The committee shall be comprised of at least three members.
The D irector of Group Strategy will be secretary to the Strategy
committee.
The committee shall meet at the initiative of its Chairman. The
agenda shall be drawn up by the Chairman of the committee after
consultation with the Chairman serving as CEO. The committee
shall meet at least three times a year.
In order to carry out its assignments, the committee may hear any
person it wishes and call upon the Strategy director.