Connect - Schneider Electric
Connect - Schneider Electric
Connect - Schneider Electric
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3 CORPORATE GOVERNANCE<br />
SUPERVISORY BOARD MEETINGS<br />
resigned for reasons of a possible confl ict of interest between<br />
<strong>Schneider</strong> <strong>Electric</strong> and Mahindra & Mahindra that could have<br />
arisen out of the development of these two groups’ distribution<br />
businesses in India;<br />
• discussed succession of its Chairman. In fact, after the successful<br />
succession of its CEO, the Board is working on the succession of<br />
its chairman and a suitable governance model.<br />
• reviewed the Management Board’s operations and evaluated the<br />
members of the Management Board;<br />
• examined the Management Board’s Members succession plan;<br />
• approved the remuneration of members of the Management<br />
Board (appraisal of attainment of their personal targets for 2010<br />
and determination of the rules relating to their remuneration for<br />
2011: fi xed element, variable element) as well as the number of<br />
stock grants. The principles and rules applied by the Supervisory<br />
Board in determining remuneration and benefi ts for corporate<br />
offi cers are presented below (pages 124 and 125 );<br />
• authorised the Management Board to set up plans for<br />
performance/bonus shares (plans 10bis, 11bis, 12, 13 and 14,<br />
see page 249 and following) and to carry out an employee share<br />
issue in 2012;<br />
• made a proposal to the Annual Shareholders’ Meeting to increase<br />
attendance fees;<br />
• decided to review these every three years. This was carried out in<br />
the Autumn of 2011 with the assistance of the Supervisory Board<br />
secretary. This review included the opinions and comments of<br />
Members of the Board based on a questionnaire drawn up<br />
Strategy<br />
The Supervisory Board conducted an in-depth review of the<br />
Group’s strategy at a one-and-a-half-day meeting devoted entirely<br />
to this topic, as it does each year.<br />
Agenda<br />
The Supervisory Board was given the Management Board’s<br />
quarterly reports. At each meeting, the Board also tracked business<br />
performance. It also examined the Company’s fi nancial position.<br />
The Supervisory Board was informed of the Group’s 2011 targets.<br />
On February 16, 2011, the Supervisory Board reviewed the 2010<br />
fi nancial statements based on the Audit Committee’s report<br />
and the Statutory Auditors, who were present at the meeting. It<br />
approved the Management Board’s proposal to set the dividend<br />
at EUR3.20 per share. At its meeting on July 28, 2011, the Board<br />
reviewed the fi nancial statements for the fi rst half of 2011 based on<br />
the Audit Committee’s report and after seeking the opinion of the<br />
Statutory Auditors.<br />
The Audit Committee reported to the Board on the work carried out<br />
by the Group’s internal auditors, the deployment of an internal audit<br />
team and the results of the entities’ internal control self-evaluations.<br />
118 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
by the Remunerations, Appointments and Human Resources<br />
Committee. This questionnaire covered the membership of the<br />
Board, its missions, the conduct of its meetings and information<br />
as well as the Board’s relations with the Management Board and<br />
the organisation and conduct of its Committees. On February 21,<br />
2012 the Supervisory Board examined the conclusions of the<br />
report submitted by the Remunerations, Appointments and<br />
Human Resources Committee. This examination concluded<br />
that the Board is exemplary. This appraisal was shared by all<br />
its Members. They feel that the <strong>Schneider</strong> <strong>Electric</strong> SA Board is<br />
amongst the best, if not the best Board on which they sit or have<br />
had occasion to sit. They put this down to the quality and depth<br />
of discussions at Board meetings and the level of confi dence that<br />
reigns between Members themselves and between Members<br />
and management. Areas for improvement were identifi ed<br />
however. These mainly relate to the development of discussions<br />
of the Board, the situation of <strong>Schneider</strong> <strong>Electric</strong> compared to<br />
the competition, R&D and more especially R&D productivity<br />
and the conclusions arising out of the work undertaken by the<br />
Audit Committee on risk. The Board also wishes to receive more<br />
detailed information on <strong>Schneider</strong> <strong>Electric</strong>’s competitors and<br />
the Group’s situation regarding those competitors as well as<br />
information on the work of the Executive Committee. In order<br />
to improve the conduct of its work, the Board intends to extend<br />
the duration of its meetings. It furthermore considers that the<br />
participation of its membres by audio or video conference should<br />
only be a last resort. Furthermore, the Board has accepted to<br />
raise the minimum number of <strong>Schneider</strong> <strong>Electric</strong> SA shares that<br />
Members have to hold from 250 to 1,000.<br />
In particular, as part of this strategy, the Board authorised acquisition<br />
of Telvent, Leader & Harvest and Luminous.<br />
The Board examined the new Company programme “<strong>Connect</strong>”<br />
covering the period 2012-2014.<br />
The Audit Committee also reported on other steps taken with<br />
regard to monitoring risk management, prevention of fraud, the<br />
management process for R&D solutions and projects, fi nancial<br />
communication such as investor days, reviewing acquisitions and<br />
the independence of the Statutory Auditors.<br />
It ensured consistent compliance with market disclosure<br />
requirements, notably through an analysis of market consensus and<br />
the issuance of press releases.<br />
The Supervisory Board carried out the procedures required by law,<br />
which include reviewing budgets and business plans.