2010Annual Report - Schneider Electric CZ, s.r.o.

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3 CORPORATE GOVERNANCE SUPERVISORY BOARD 106 This report includes the Chairman’s report on the conditions applicable for the preparation and organisation of the work carried out by the Supervisory Board, the membership of the Supervisory Board, and the internal control and risk management procedures implemented within the Company. The paragraphs below (A Management Board/Supervisory Board system), 1, 2, 3, 4, 8 (Remuneration Policy for corporate offi cers and members of the Management Board and Pension Plans), 10 and 11, and paragraphs 2 (Shareholder’s Meeting and Voting Rights) and 7 of Chapter 7 constitute the Chairman of the Supervisory Board’s report provided for in article L. 225-68 of the French Commercial Code. They are indicated with **. A Management Board/Supervisory Board system** Application of the AFEP-MEDEF corporate governance guidelines. There are a few exceptions, which are described below (see paragraph 11). The guidelines are available online at www.medef.fr. At the Annual Shareholders’ Meeting of May 3, 2006, shareholders approved a recommendation to adopt a two-tier management structure, with a Management Board and a Supervisory Board. > 1. Supervisory Board** The Supervisory Board may have between three and 18 members, all of whom must be natural persons. Throughout their term, Supervisory Board members must hold at least 250 Schneider Electric SA shares. Supervisory Board members are elected for a four-year term and are eligible for re-election. However, in line with the AFEP-MEDEF recommendation that Supervisory Board members should retire by rotation, one half of the members of the fi rst Supervisory Board were elected for an initial term of two years. As a result, half of the members stood for re-election at the Annual General Meeting called in 2008. The other half stood for re-election at the Annual Meeting called in 2010. The age limit for holding offi ce as a member of the Supervisory Board is 74. At the Annual General Meeting of April 21, 2011, shareholders will be asked to remove this age limit (see page 278). No more than one third of the members of the Supervisory Board may be aged over 70. The Supervisory Board has 11 members and two non-voting members. There are nine independent members according to the defi nition contained in the AFEP-MEDEF corporate governance guidelines for listed companies. These members are Serge Weinberg, Léo Apotheker, Gérard de La Martinière, Noël Forgeard, Jérôme Gallot, Willy R. Kissling, Cathy Kopp, Anand Mahindra and G. Richard Thoman. Each year, the Supervisory Board reviews its members’ status, based on a report from the Remunerations, Appointments 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC and Human Resources Committee. Members’ directorships and functions in other companies that have business relations with Schneider Electric (primarily AXA), do not, by their nature, affect the said members’ independence in light of the types of transactions involved. These transactions are carried out on arms-length terms and are not material for either party. Moreover, as regards Mr de La Martinière, who has been a member of the Schneider Electric SA Board for more than 12 years, his seniority is not considered as a hinderence to his independece due notably to his personality and involvement in the world and discussions on the operation of the Audit Committees. Four members are of non-French origin or nationality: Mr Thoman, American; Mr Apotheker, Germain; Mr Mahindra, Indian; Mr Kissling is Swiss. One member, Claude Briquet, represents the employee shareholders in accordance with article L. 225-71 of the French Commercial Code. He is nominated by the Shareholders’ Meeting, on the recommendation of the Supervisory Boards of the corporate mutual funds. The average age of Supervisory Board members is 61. The Supervisory Board has made it a goal to increase its diversity with respect to nationality, age, and gender. With this in mind, the 2011 Annual General Meeting is asked to ratify the co-opting of Mr. Anand Mahindra and to appoint as members of the Supervisory Board Ms. Betsy Atkins, Ms. Dominique Sénéquier, and Mr. Jeong H. Kim (see page 264).
Supervisory Board (as of December 31, 2010) Chairman of the Supervisory Board Mr Henri Lachmann Age: 72 Business address: Schneider Electric 35, rue Joseph Monier – 92500 Rueil Malmaison – France 28,936 (1) Schneider Electric SA shares First appointed: 1996 / Term ends: 2012 Other directorships and functions in french or foreign companies • Currently: Chairman of the Supervisory Board of Schneider Electric SA; Vice Chairman of the Supervisory Board of Vivendi; member of the Supervisory Boards of Groupe Norbert Dentressangle; Director of Carma; Director of AXA Assurances IARD Mutuelle; Non-voting Director of Fimalac; Chairman of the Board of Directors of Centre Chirurgical Marie Lannelongue; Chairman of Fondation pour le Droit Continental; Member of the Steering Committee of Institut de l’Entreprise; Director of Association Nationale des Sociétés par Actions; Chairman of Institut Telémaque; Vice Chairman and Treasurer of Institut Montaigne; member of CODICE; Director of Solidarités Actives, Planet Finance and Fondation Entreprendre, Chairman of the Advisory Council of Campus d’Excellence au Commissariat Général à l’Investissement (Grand Emprunt). • Previous directorships and functions held in the past fi ve years: Chairman and CEO of Schneider Electric SA; Chairman of Schneider Electric Industries SAS, Member of the Supervisory Board of AXA, Director of a number of Schneider Electric Subsidiaries; Director of Finaxa and various AXA subsidiaries; Member of Conseil des Prélèvements Obligatoires, Non-voting Director of Tajan. Expertise and experience A graduate of Hautes Études Commerciales (HEC), Henri Lachmann began his career in 1963 with Arthur Andersen. In 1970, he joined Compagnie Industrielle et Financière de Pompey. In 1971 he became Executive Vice-President of Financière Strafor (later Strafor Facom), where from 1981 to 1997 he served as Chairman and Executive Vice-President. He was elected to the Schneider Electric SA Board of Directors in 1996 and was appointed Chairman on February 25, 1999. On May 3, 2006, he became Chairman of the Supervisory Board of Schneider Electric SA. CORPORATE GOVERNANCE SUPERVISORY BOARD Vice Chairman of the Supervisory Board Mr Léo Apotheker * Age: 57 Business address: Hewlett-Packard Company, 3000 Hanover Street, Palo Alto, CA 94304-1112 (USA) 250 Schneider Electric SA shares First appointed: 2007 / Term ends: 2012 Other directorships and functions in french or foreign companies • Currently: Vice Chairman of the Supervisory Board of Schneider Electric SA; CEO and President of Hewlett-Packard; member of the Board of Directors of Hewlett-Packard. • Previous directorships and functions held in the past fi ve years: CEO of SAP AG; Non-voting Director of Schneider Electric SA; Director of Ginger SA, GTNexus (USA), SAP America Inc. (USA), SAP Global Marketing Inc. (USA), SAP Asia Pte. Ltd (Singapore), SAP Japan Co. Ltd (Japan), SAP France SA, SAP Italia Sistemi, Applicazioni, Prodotti in Data Processing SpA (Italy), SAP Hellas Systems Application and Data Processing SA (Greece) and SAP (Beijing) Software System Co. Ltd (China), SAP Manage Ltd (Israel), SAP Finland Oy (Finland) and SAP Denmark A/S (Denmark). Expertise and experience Léo Apotheker began his career in 1978 in management control after graduating with a degree in international relations and economics from the Hebrew University in Jerusalem. He then held management and executive responsibilities in several IT fi rms including SAP France and SAP Belgium, where he was Chairman and Executive Vice- President between 1988 and 1991. Mr Apotheker was founding Chairman and Executive Vice-President of ECsoft. In 1995, he came back to SAP as Chairman of SAP France. After working in SAP as Director of various geographical regions, he became a member of the Executive Committee and Chairman of Customer Solutions and Operations, before being nominated Chairman and CSO and Deputy CEO of SAP AG in 2007 and CEO of SAP AG in 2008, a position he held until 2010. In November 2010, he was appointed CEO and President of Hewlett-Packard. Note: companies in bold type are those whose securities are listed on a regulated market. (1) Held directly or through a corporate mutual fund. * Independant member according to the defi nition contained in the AFEP-MEDEF corporate governance guidelines for listed companies. 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 107 3
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2010 Annual Report Schneider Electr
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Registration Document Annual Report
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A signifi cant improvement in profi
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Interview with 2010 marks the retur
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Supervisory Board (as of February 1
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Sales by geographical area 18% Rest
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2010 in brief Growth and acquisitio
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On October 1, 2010 IBM and Schneide
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1 Description of the Group, and its
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1. 3 The emergence of new economies
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DESCRIPTION OF THE GROUP, AND ITS S
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Utilities and Infrastructures: ensu
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2. 3 Leadership in our five sectors
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The Buildings business Number 4 wor
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Panel builders and systems integrat
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3. Innovation and R&D: DESCRIPTION
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DESCRIPTION OF THE GROUP, AND ITS S
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Rationalisation and optimisation of
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on our increased costs to customers
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Insurance Schneider Electric’s st
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2 Sustainable development 1. Sustai
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT 50 > Zoom
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT RESPECT F
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6 COMPANY FINANCIAL STATEMENTS BALA
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7 GENERAL PRESENTATION OF SCHNEIDER
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ANNUAL AND EXTRAORDINARY SHAREHOLDE
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288 PERSONS RESPONSIBLE FOR THE REG
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Schneider Electric SA Headquarters:
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2010Annual Report - Schneider Electric CZ, s.r.o.

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