APC 2015 Annual Report Download - page 323

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 321
ANNUAL SHAREHOLDERS’ MEETING
8
DRAFT RESOLUTIONS
SIXTH RESOLUTION
(Opinion on elements of the compensation
due or awarded in respect of the 2015 financial
year to Mr.Emmanuel Babeau)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, consulted
pursuant to the recommendation of Paragraph24.3 of the AFEP/
MEDEF corporate governance guidelines of November 2015,
which constitutes the Company’s code of reference in application of
ArticleL.225-37 of the French Commercial Code, hereby issues a
favorable opinion on the elements of compensation due or awarded
in respect of the 2015 fi nancial year to Mr.Emmanuel Babeau as
presented in the board of directors’ report to the Shareholders’
Meeting.
SEVENTH RESOLUTION
(Nomination of a director: Ms .Cécile Cabanis)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, appoints Ms . Cécile Cabanis as
director for a period of four years, expiring at the close of the
Shareholders’ Meeting to be held in 2020 to review the fi nancial
statements for the fi nancial year ending December31, 2019, as a
replacement for Henri Lachmann whose term of offi ce as a director
is due to expire after this Shareholders’ Meeting and who has not
expressed the desire to have his term renewed.
EIGHTH RESOLUTION
(Nomination of a director: Mr.Fred Kindle)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, appoints MrFred Kindle as director
for a period of four years, expiring at the close of the Shareholders’
Meeting to be held in 2020 to review the fi nancial statements for
the fi nancial year ending December31, 2019, as a replacement for
Mr. Forgeard whose term of offi ce as a director is due to expire after
this Shareholders’ Meeting and who has not expressed the desire
to have his term renewed.
NINTH RESOLUTION
(Renewal of a directorship: Mr.Léo Apotheker)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, hereby resolves to re-elect Mr.Léo
Apotheker as director for a term of four years, expiring at the close of
the Shareholders’ Meeting to be held in 2020 to review the fi nancial
statements for the fi nancial year ending December31, 2019.
TENTH RESOLUTION
(Renewal of a directorship: Mr.Xavier
Fontanet)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, hereby resolves to re-elect Mr.Xavier
Fontanet as director for a term of two years, expiring at the close of
the Shareholders’ Meeting to be held in 2018 to review the fi nancial
statements for the fi nancial year ending December31, 2017.
ELEVENTH RESOLUTION
(Renewal of a directorship:
Mr.Antoine Gosset-Grainville)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, hereby resolves to re-elect Mr.Antoine
Gosset-Grainville as director for a term of four years, expiring at the
close of the Shareholders’ Meeting to be held in 2020 to review the
fi nancial statements for the fi nancial year ending December31, 2019.
TWELFTH RESOLUTION
(Renewal of a directorship: Mr.Willy Kissling)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, hereby resolves to re-elect Mr.Willy
Kissling as director for a term of two years, expiring at the close of
the Shareholders’ Meeting to be held in 2018 to review the fi nancial
statements for the fi nancial year ending December31, 2017.
THIRTEENTH RESOLUTION
(Determination of the amount of directors’
fees to be awarded to the board of directors)
The Shareholders’ Meeting, acting in accordance with the
quorum and majority requirements for Ordinary Meetings, having
considered the board of directors’ report, hereby resolves to set at
EUR1,500,000 the annual amount of directors’ attendance fees to
be paid to the board of directors.
FOURTEENTH RESOLUTION
(Re-election of Statutory Auditor)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, hereby resolves to re-elect the
company Ernst & Young et Autres as Statutory Auditor for a term
of six fi nancial years, expiring at the close of the Shareholders’
Meeting to be held in 2022 to review the fi nancial statements for
the fi nancial year 2021.