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 />
ORGANISATIONAL AND OPERATING PROCEDURES OF THE SUPERVISORY BOARD<br />
114<br />
• comply with an overall obligation of confi dentiality;<br />
• report any and all confl icts of interest;<br />
• hold at least 250 shares of Company stock;<br />
• strict rules of compliance are required regarding their transactions<br />
on <strong>Schneider</strong> <strong>Electric</strong> SA securities (they are prohibited to transact<br />
them in the month preceding the publication of the annual or<br />
semi-annual fi nancial statements and the fi fteen days preceding<br />
the publication of the quarterly reports);<br />
• attend Shareholders’Meetings.<br />
Article 7 states that non-voting members, who attend Supervisory<br />
Board meetings in a consultative capacity, are subject to the same<br />
ethical rules as voting members.<br />
Articles 8 to 10 apply to the Board Committees apply to the Board<br />
Committees and are described in the corresponding section below.<br />
Articles 11 and 13 define the scope of the internal rules and<br />
procedures.<br />
Article 12 allows for the Management Board to allocate<br />
management tasks among its members, with the Supervisory<br />
Board’s authorisation.<br />
Information required by the Supervisory Board and its members<br />
To ensure that Board members are fully prepared, the Company<br />
sends them the meeting agenda ten days before upcoming Board<br />
meetings, along with draft minutes of the previous meeting. Four to<br />
fi ve days beforehand, the members also receive a meeting fi le. The<br />
fi le includes the Management Board’s report, notes or the text of<br />
presentations scheduled on the agenda and, for the meeting held<br />
to approve the annual or interim fi nancial statements, the fi nancial<br />
statements approved by the Management Board. A supplementary<br />
fi le may also be provided at the meeting.<br />
Supervisory Board meetings are attended by the members of<br />
the Management Board. Executive Committee members may be<br />
invited to make presentations on major issues within their area of<br />
responsibility. The external Auditors attend the Board meetings held<br />
to approve the annual and interim fi nancial statements.<br />
Between meetings, aside from conversations they may have with<br />
the Chairman of the Management Board, Supervisory Board<br />
members receive a monthly letter to Supervisory Board members,<br />
a weekly press review, all of the Company’s press releases, fi nancial<br />
analysts’ reports and other documents.<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
Members also have the opportunity to meet informally with key<br />
members of Senior Management prior to Board meetings. New<br />
members attend training and information sessions dealing with the<br />
Company’s strategy and businesses.<br />
<strong>Schneider</strong> <strong>Electric</strong> has adopted a code of ethics for Supervisory<br />
Board members and employees designed to prevent insider trading.<br />
Under the terms of this code, both Supervisory Board members and<br />
employees are barred from trading <strong>Schneider</strong> <strong>Electric</strong> SA shares and<br />
shares in companies for which they have information that has not yet<br />
been made public. In addition, they may not trade <strong>Schneider</strong> <strong>Electric</strong><br />
SA shares during the 30 days preceding publication of the annual<br />
and interim fi nancial statements, nor may they engage in any type<br />
of speculative trading involving <strong>Schneider</strong> <strong>Electric</strong> SA shares. This<br />
includes margin trading, and purchasing and re-selling shares in a<br />
period of less than four months. To take into account Autorité des<br />
marchés fi nanciers (AMF) recommendations, the code was modifi ed<br />
in order to set 15 day windows during which no operations may be<br />
conducted on <strong>Schneider</strong> <strong>Electric</strong> SA shares prior to the publication<br />
of quarterly information.