Connect - Schneider Electric
Connect - Schneider Electric Connect - Schneider Electric
3 CORPORATE GOVERNANCE INTERNAL CONTROL AND RISK MANAGEMENT The Management Control and Accounting unit is tasked with overseeing: • the quality of reporting packages submitted monthly by the subsidiaries; • the results of programmed procedures; • the integrity of the consolidation system database. The Management Control and Accounting unit ensures that: • given that the Group consolidated fi nancial statements are fi nalized a few weeks after the annual and half-year balance sheet date, subsidiaries perform a hard close at May 31, and November 30, of each year so that most consolidation adjustments for the period can be calculated in advance; • the scope of consolidation is determined and, in cooperation with the Legal Affairs Department, the Group’s interest and the type of control (exclusive control, joint control, signifi cant infl uence) of each subsidiary, determined on the basis of the consolidation method; • instructions are issued for the closing process, including reporting deadlines, required data and any necessary adjustments; 140 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC • the Group’s consolidated fi nancial statements are analysed in detail, to understand and check the main contributions by subsidiaries, as well as the substance of transactions refl ected in the accounts; • accounting classifi cations are verifi ed, in particular the preparation and approval of the statement of changes in equity and the cash fl ow statement being the key control points. Internal control procedures confi rm the existence and value of assets and liabilities. To this end: • each subsidiary is responsible for implementing procedures providing an adequate level of internal control; • internal control procedures generally consist of defi ning levels of responsibility for authorising and checking transactions, and segregating tasks to help ensure that all transactions are justifi ed. In addition, integrated statutory and management reporting systems have been developed to guarantee the completeness of transaction data recorded in the accounts; • all of the subsidiaries apply International Financial Reporting Standards (IFRS) with regard to recognition principles, measurement and accounting methods, impairment and verifi cation; • the Management Control and Accounting unit performs checks and analyses. 10.7 Report of the Statutory Auditors on the internal control procedure Statutory Auditors’ Report, prepared in accordance with article L. 225-235 of French Commercial Code (Code de commerce), on the report prepared by the Chairman of the Supervisory Board of the Company Schneider Electric S.A. This is a free translation into English of a report issued in French language and is provided solely for the convenience of English-speaking users. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as statutory auditors of Schneider Electric S.A. and in accordance with article L. 225 235 of French Commercial Code (Code de Commerce), we hereby report on the report prepared by the Chairman of your Company in accordance with article L. 225- 68 of French Commercial Code (Code de Commerce) for the year ended December 31, 2011. It is the chairman’ s responsibility to prepare and submit for the supervisory board’ s approval a report on the internal control and risk management procedures implemented by the company and to provide other information required by article L. 225-68 of French commercial code (Code de commerce) relating to matters such as corporate governance. Our role is to: • report on the information contained in the chairman’ s report in respect of the internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information; • confi rm that the report also includes other information required by article L. 225-68 of French commercial code (Code de commerce). It should be noted that our role is not to verify the fairness of this other information. We conducted our work in accordance with French professional standards. Information on the internal control and risk management procedures relating to the preparation and processing of accounting and financial information These standards require that we perform the necessary procedures to assess the fairness of the information provided in the chairman’ s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information. These procedures consist mainly in: • obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information on which the information presented in the Chairman’ s report is based, and existing documentation; • obtaining an understanding of the work involved in the preparation of this information and of the existing documentation; • determining if any material weaknesses in the internal control procedures relating to the preparation and processing of accounting and fi nancial information that we would have noted in
the course of our work are properly disclosed in the Chairman’ s report. On the basis of our work, we have nothing to report on the information in respect of the company’ s internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information contained in the report prepared by the chairman of the Supervisory Board in accordance with article L. 225-68 of French Commercial Code (Code de Commerce). > 11. Application of the AFEP/MEDEF CORPORATE GOVERNANCE APPLICATION OF THE AFEP/MEDEF CORPORATE GOVERNANCE GUIDELINES corporate governance guidelines** Schneider Electric applies the AFEP/MEDEF corporate governance guidelines with the following exceptions: Recommendation Schneider Electric practice Deadline for Audit Committee review of the fi nancial statements The Audit Committee should review the fi nancial statements at least two days before they are reviewed by the Board. Compensation and benefi ts paid to corporate offi cers Fixed salary should be revised only after a relatively long period, such as three years. Top-hat pension plan The increase in potential rights should correspond to a limited percentage of the benefi ciary’s compensation. Other information We confi rm that the report prepared by the chairman of the supervisory board also contains other information required by article L. 225-68 of French Commercial Code (Code de Commerce). Courbevoie and Paris-La Défense, March 21, 2012 The Statutory Auditors French original signed by Mazars Ernst & Young et Autres David CHAUDAT Yvon SALAÜN At Schneider Electric, the Audit Committee which reviews the Financial Statements meets after the Management Board meeting that approves the Financial Statements and the day before the Board Director’s meeting. However, the Committee members receive a meeting fi le with the draft Financial Statements four to fi ve days before the meeting. The Management Board members’ fi xed salary is revised each year. When Jean-Pascal Tricoire became President and CEO, his compensation was not (and still is not) aligned with that of CEOs of comparable companies. The Board decided to reduce the gap gradually through annual salary revisions after reviewing Mr Tricoire’s performance. Under the Top-hat Pension Plan for the Group’s Senior Management (see page 125 ), most rights are acquired at the outset. However, the plan complies with the recommendation’s intention, given that: • the rights are capped at 25% of average compensation; • current members still have many years of service to perform before they can benefi t from the plan. The Supervisory Board authorised the Management Board to change this plan to conform with the AFEP/MEDEF recommendations (see pages 260-261 and 265 ) 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 141 3
- Page 92 and 93: 2 SUSTAINABLE DEVELOPMENT METHODOLO
- Page 94 and 95: 2 SUSTAINABLE DEVELOPMENT METHODOLO
- Page 96 and 97: 2 SUSTAINABLE DEVELOPMENT METHODOLO
- Page 98 and 99: 2 SUSTAINABLE DEVELOPMENT METHODOLO
- Page 100 and 101: SUSTAINABLE DEVELOPMENT 2 INDICATOR
- Page 102 and 103: SUSTAINABLE DEVELOPMENT 2 INDICATOR
- Page 104 and 105: SUSTAINABLE DEVELOPMENT 2 INDICATOR
- Page 106 and 107: SUSTAINABLE DEVELOPMENT 2 INDICATOR
- Page 108 and 109: 2 SUSTAINABLE DEVELOPMENT 106 REGIS
- Page 110 and 111: 3 SUPERVISORY CORPORATE GOVERNANCE
- Page 112 and 113: 3 CORPORATE GOVERNANCE SUPERVISORY
- Page 114 and 115: 3 CORPORATE GOVERNANCE SUPERVISORY
- Page 116 and 117: 3 CORPORATE GOVERNANCE SUPERVISORY
- Page 118 and 119: 3 CORPORATE GOVERNANCE ORGANISATION
- Page 120 and 121: 3 CORPORATE GOVERNANCE SUPERVISORY
- Page 122 and 123: 3 CORPORATE GOVERNANCE SUPERVISORY
- Page 124 and 125: 3 CORPORATE GOVERNANCE MANAGEMENT B
- Page 126 and 127: 3 CORPORATE GOVERNANCE MANAGEMENT I
- Page 128 and 129: 3 CORPORATE GOVERNANCE MANAGEMENT I
- Page 130 and 131: 3 CORPORATE GOVERNANCE MANAGEMENT I
- Page 132 and 133: 3 CORPORATE GOVERNANCE MANAGEMENT I
- Page 134 and 135: 3 CORPORATE GOVERNANCE REGULATED AG
- Page 136 and 137: 3 CORPORATE GOVERNANCE INTERNAL CON
- Page 138 and 139: 3 CORPORATE GOVERNANCE INTERNAL CON
- Page 140 and 141: 3 CORPORATE GOVERNANCE INTERNAL CON
- Page 144 and 145: 142 2011 REGISTRATION DOCUMENT SCHN
- Page 146 and 147: 4 TRENDS BUSINESS REVIEW IN SCHNEID
- Page 148 and 149: 4 BUSINESS REVIEW REVIEW OF THE CON
- Page 150 and 151: 4 BUSINESS REVIEW REVIEW OF THE CON
- Page 152 and 153: 4 BUSINESS REVIEW REVIEW OF THE PAR
- Page 154 and 155: 5 CONSOLIDATED CONSOLIDATED FINANCI
- Page 156 and 157: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 158 and 159: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 160 and 161: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 162 and 163: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 164 and 165: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 166 and 167: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 168 and 169: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 170 and 171: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 172 and 173: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 174 and 175: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 176 and 177: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 178 and 179: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 180 and 181: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 182 and 183: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 184 and 185: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 186 and 187: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 188 and 189: 5 CONSOLIDATED FINANCIAL STATEMENTS
- Page 190 and 191: 5 CONSOLIDATED FINANCIAL STATEMENTS
3 CORPORATE GOVERNANCE<br />
INTERNAL CONTROL AND RISK MANAGEMENT<br />
The Management Control and Accounting unit is tasked with<br />
overseeing:<br />
• the quality of reporting packages submitted monthly by<br />
the subsidiaries;<br />
• the results of programmed procedures;<br />
• the integrity of the consolidation system database.<br />
The Management Control and Accounting unit ensures that:<br />
• given that the Group consolidated fi nancial statements are<br />
fi nalized a few weeks after the annual and half-year balance<br />
sheet date, subsidiaries perform a hard close at May 31,<br />
and November 30, of each year so that most consolidation<br />
adjustments for the period can be calculated in advance;<br />
• the scope of consolidation is determined and, in cooperation<br />
with the Legal Affairs Department, the Group’s interest and<br />
the type of control (exclusive control, joint control, signifi cant<br />
infl uence) of each subsidiary, determined on the basis of the<br />
consolidation method;<br />
• instructions are issued for the closing process, including reporting<br />
deadlines, required data and any necessary adjustments;<br />
140 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
• the Group’s consolidated fi nancial statements are analysed<br />
in detail, to understand and check the main contributions by<br />
subsidiaries, as well as the substance of transactions refl ected<br />
in the accounts;<br />
• accounting classifi cations are verifi ed, in particular the preparation<br />
and approval of the statement of changes in equity and the cash<br />
fl ow statement being the key control points.<br />
Internal control procedures confi rm the existence and value of<br />
assets and liabilities. To this end:<br />
• each subsidiary is responsible for implementing procedures<br />
providing an adequate level of internal control;<br />
• internal control procedures generally consist of defi ning levels<br />
of responsibility for authorising and checking transactions, and<br />
segregating tasks to help ensure that all transactions are justifi ed.<br />
In addition, integrated statutory and management reporting<br />
systems have been developed to guarantee the completeness of<br />
transaction data recorded in the accounts;<br />
• all of the subsidiaries apply International Financial Reporting<br />
Standards (IFRS) with regard to recognition principles,<br />
measurement and accounting methods, impairment and<br />
verifi cation;<br />
• the Management Control and Accounting unit performs checks<br />
and analyses.<br />
10.7 Report of the Statutory Auditors on the internal control procedure<br />
Statutory Auditors’ Report, prepared in<br />
accordance with article L. 225-235 of French<br />
Commercial Code (Code de commerce), on<br />
the report prepared by the Chairman of the<br />
Supervisory Board of the Company <strong>Schneider</strong><br />
<strong>Electric</strong> S.A.<br />
This is a free translation into English of a report issued in French language and is<br />
provided solely for the convenience of English-speaking users. This report should be<br />
read in conjunction with and construed in accordance with French law and professional<br />
auditing standards applicable in France.<br />
To the Shareholders,<br />
In our capacity as statutory auditors of <strong>Schneider</strong> <strong>Electric</strong> S.A. and<br />
in accordance with article L. 225 235 of French Commercial Code<br />
(Code de Commerce), we hereby report on the report prepared by<br />
the Chairman of your Company in accordance with article L. 225-<br />
68 of French Commercial Code (Code de Commerce) for the year<br />
ended December 31, 2011.<br />
It is the chairman’ s responsibility to prepare and submit for the<br />
supervisory board’ s approval a report on the internal control and<br />
risk management procedures implemented by the company and<br />
to provide other information required by article L. 225-68 of French<br />
commercial code (Code de commerce) relating to matters such as<br />
corporate governance.<br />
Our role is to:<br />
• report on the information contained in the chairman’ s report in<br />
respect of the internal control and risk management procedures<br />
relating to the preparation and processing of accounting and<br />
fi nancial information;<br />
• confi rm that the report also includes other information required<br />
by article L. 225-68 of French commercial code (Code de<br />
commerce). It should be noted that our role is not to verify the<br />
fairness of this other information.<br />
We conducted our work in accordance with French professional<br />
standards.<br />
Information on the internal control and risk<br />
management procedures relating to the preparation<br />
and processing of accounting and financial<br />
information<br />
These standards require that we perform the necessary procedures<br />
to assess the fairness of the information provided in the chairman’ s<br />
report in respect of the internal control and risk management<br />
procedures relating to the preparation and processing of the<br />
accounting and fi nancial information. These procedures consist<br />
mainly in:<br />
• obtaining an understanding of the internal control and risk<br />
management procedures relating to the preparation and<br />
processing of the accounting and fi nancial information on which<br />
the information presented in the Chairman’ s report is based, and<br />
existing documentation;<br />
• obtaining an understanding of the work involved in the preparation<br />
of this information and of the existing documentation;<br />
• determining if any material weaknesses in the internal control<br />
procedures relating to the preparation and processing of<br />
accounting and fi nancial information that we would have noted in