Connect - Schneider Electric

3 CORPORATE GOVERNANCE
SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES AND MEETINGS)
prior approval for assignments that, strictly speaking, fall outside
the scope of the auditing of the fi nancial statements;
• monitors the effectiveness of internal control and risk management
systems. In particular, the Committee:
– reviews Internal Audit organisation and resources, as well as
its annual audit schedule. Receives a quarterly summary report
on the fi ndings of the audits carried out,
– reviews risk mapping and its year on year evolution,
– reviews risk mitigation on the basis of presentations by the
relevant managers or reports by Internal Audit,
– reviews the rollout of the Company’s internal audit system
and the management report on internal control, as well as
the draft report of the Chairman of the Supervisory Board on
procedures for internal audits and risk management,
– reviews codes of conduct, notably concerning fair trading and
ethics and examines the measures taken to ensure they are
circulated and applied.
The Audit Committee examines proposed dividend payouts and
the amount of fi nancial authorisations submitted to the Annual
Shareholders’ Meeting.
The Audit Committee examines all fi nancial, accounting and risk
management issues referred to it by the Management Board, the
Supervisory Board or its Chairman.
The Audit Committee presents its fi ndings and recommendations
to the Board. The Chairman of the Audit Committee immediately
informs the Chairman of the Supervisory Board of any diffi culties
encountered.
Meetings in 2011
In 2011, the Audit Committee met six times. The average duration
of the meetings was three hours and the average attendance rate
was 94%.
Each meeting was attended by the Chief Financial Offi cer, members
of the Finance Department, head of Internal Audit and also the
external auditors. Operational management also reported to the
Committee. In line with the provisions of the AFEP/MEDEF Code,
representatives of the Finance Department and Internal Audit were
not present during the Statutory Auditors’ presentation at meetings
devoted to the fi nancial statements. The President and CEO did not
attend any of the Audit Committee’s meetings.
The Committee looked at the following topics:
1) Financial statements and fi nancial disclosures:
– review of the annual and interim fi nancial statements and of the
reports of the Management Board on the fi nancial statements,
120 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
– review of goodwill, reserving and pension obligations or
assimilated obligations,
– review of investor relations documents concerning the annual
and interim fi nancial statements,
– review of AMF recommendations concerning the 2011
Registration Document,
– review of fi nancial communication such as Investor days;
2) Internal audit, internal control and risk management:
– review of the 2012/Q1 2013 Internal Audit schedule drawn up
on the basis of risk mapping,
– review of the main audits carried out by Internal Audit and an
update of the methodology for internal audit,
– review of the current situation regarding organisation and
deployment of Internal Audits and review of the results of
self- evaluation,
– review fraud prevention: methodology and executive summary,
– review of action plans regarding the security of IT systems,
– review of the possible impacts of the fi nancial crisis on
management of debt and the Group’s conditions for obtaining
fi nance,
– review of procedures for the approval of projects,
– review of tax risks,
– review of controls on customer risks,
– review of management process for R&D,
– review of business acquisition plans,
– review of Group policy on managing Benefi ts and the Pension
Fund,
– review of risk mitigation by means of insurance,
– review of the Chairman’s draft report on procedures for internal
audit and risk management;
3) Statutory Auditors:
– review of the 2010/2012 external audit schedule,
– review of the fees paid to the Statutory Auditors and their
networks;
4) corporate governance:
– update the 2010-2013 schedule covering the work of the
Audit Committee and more specifi cally its risk review,
– review of the fi nancial authorisations presented to the 2011
Annual Shareholders’ Meeting,
– recommended dividend for 2011.
The Audit Committee reported to the Supervisory Board on its work
in 2011 at the February 16, June 21 and 22, July 28, October 19
and December 15, 2011 meetings.
Remunerations, Appointments and Human Resources Committee
Members
The Supervisory Board’s internal rules and procedures stipulate that
the Remuneration, Appointments & Human Resources Committee
must have at least three members. It is chaired by the Chairman of
the Supervisory Board.
The Committee members are: Messrs Henri Lachmann –
Chairman –, Claude Bébéar, Léo Apotheker, Willy R. Kissling and
Serge Weinberg.
Operating procedures
Meetings are called by the Committee Chairman. The agenda is
drawn up by the Chairman, after consulting the President and CEO.
It meets at least three times a year.
The Committee may seek advice from any person it feels will help
it with its work.