2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
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3 CORPORATE GOVERNANCE<br />
SUPERVISORY BOARD<br />
106<br />
This report includes the Chairman’s report on the conditions applicable for the preparation and organisation of the<br />
work carried out by the Supervisory Board, the membership of the Supervisory Board, and the internal control and risk<br />
management procedures implemented within the Company.<br />
The paragraphs below (A Management Board/Supervisory Board system), 1, 2, 3, 4, 8 (Remuneration Policy for corporate<br />
offi cers and members of the Management Board and Pension Plans), 10 and 11, and paragraphs 2 (Shareholder’s<br />
Meeting and Voting Rights) and 7 of Chapter 7 constitute the Chairman of the Supervisory Board’s report provided for<br />
in article L. 225-68 of the French Commercial Code. They are indicated with **.<br />
A Management Board/Supervisory Board system**<br />
Application of the AFEP-MEDEF corporate governance guidelines. There are a few exceptions, which are described<br />
below (see paragraph 11).<br />
The guidelines are available online at www.medef.fr.<br />
At the Annual Shareholders’ Meeting of May 3, 2006, shareholders approved a recommendation to adopt a two-tier<br />
management structure, with a Management Board and a Supervisory Board.<br />
> 1. Supervisory Board**<br />
The Supervisory Board may have between three and 18 members,<br />
all of whom must be natural persons.<br />
Throughout their term, Supervisory Board members must hold at<br />
least 250 <strong>Schneider</strong> <strong>Electric</strong> SA shares.<br />
Supervisory Board members are elected for a four-year term and<br />
are eligible for re-election. However, in line with the AFEP-MEDEF<br />
recommendation that Supervisory Board members should retire<br />
by rotation, one half of the members of the fi rst Supervisory Board<br />
were elected for an initial term of two years. As a result, half of the<br />
members stood for re-election at the Annual General Meeting called<br />
in 2008. The other half stood for re-election at the Annual Meeting<br />
called in 2010.<br />
The age limit for holding offi ce as a member of the Supervisory Board<br />
is 74. At the Annual General Meeting of April 21, 2011, shareholders<br />
will be asked to remove this age limit (see page 278). No more than<br />
one third of the members of the Supervisory Board may be aged<br />
over 70.<br />
The Supervisory Board has 11 members and two non-voting<br />
members.<br />
There are nine independent members according to the defi nition<br />
contained in the AFEP-MEDEF corporate governance guidelines<br />
for listed companies. These members are Serge Weinberg, Léo<br />
Apotheker, Gérard de La Martinière, Noël Forgeard, Jérôme Gallot,<br />
Willy R. Kissling, Cathy Kopp, Anand Mahindra and G. Richard<br />
Thoman. Each year, the Supervisory Board reviews its members’<br />
status, based on a report from the Remunerations, Appointments<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
and Human Resources Committee. Members’ directorships and<br />
functions in other companies that have business relations with<br />
<strong>Schneider</strong> <strong>Electric</strong> (primarily AXA), do not, by their nature, affect the<br />
said members’ independence in light of the types of transactions<br />
involved. These transactions are carried out on arms-length terms<br />
and are not material for either party. Moreover, as regards Mr de La<br />
Martinière, who has been a member of the <strong>Schneider</strong> <strong>Electric</strong> SA<br />
Board for more than 12 years, his seniority is not considered as a<br />
hinderence to his independece due notably to his personality and<br />
involvement in the world and discussions on the operation of the<br />
Audit Committees.<br />
Four members are of non-French origin or nationality: Mr Thoman,<br />
American; Mr Apotheker, Germain; Mr Mahindra, Indian; Mr Kissling<br />
is Swiss.<br />
One member, Claude Briquet, represents the employee shareholders<br />
in accordance with article L. 225-71 of the French Commercial<br />
Code. He is nominated by the Shareholders’ Meeting, on the<br />
recommendation of the Supervisory Boards of the corporate mutual<br />
funds.<br />
The average age of Supervisory Board members is 61.<br />
The Supervisory Board has made it a goal to increase its diversity<br />
with respect to nationality, age, and gender. With this in mind,<br />
the 2011 Annual General Meeting is asked to ratify the co-opting of<br />
Mr. Anand Mahindra and to appoint as members of the Supervisory<br />
Board Ms. Betsy Atkins, Ms. Dominique Sénéquier, and Mr. Jeong<br />
H. Kim (see page 264).