APC 2015 Annual Report Download - page 315

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 313
ANNUAL SHAREHOLDERS’ MEETING
8
EXHIBITS TO THE BOARD OF DIRECTORS’ REPORT
2. The Strategy C ommittee’s duties
The committee will prepare the board of directors’ deliberations on
strategic matters. For this purpose:
•it shall give its opinion to the board of directors on the major
acquisition, joint-venture and disposal projects that are presented
to the board for authorization;
•it shall look in detail at certain strategic matters on behalf of the
board;
•it shall give the board its view and understanding of major
tendencies that are relevant to Group business activities.
ARTICLE13 - Perimeter of internal regulations:
The present internal regulations have been unanimously approved
by the board of directors. A purely internal act, their objective is
to complete the articles of association by stipulating the main
conditions of organization and operation of the board of directors.
Their purpose is not to replace the articles of association. They may
not be relied upon by shareholders or third parties for use against
members of the board of directors, the company, or any company
in the Schneider Electric Group. They may be modifi ed at any time
solely by deliberation of the board of directors.
3.2 Charter of the Vice-Chairman independent lead 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
independent lead 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 b oard 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 b oard 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 b oard meeting. In addition, the Vice-
Chairman may convene an executive session between two
b oard meetings. Any director may ask the Vice-Chairman to
convene an executive session,
–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.