APC 2012 Annual Report Download - page 129

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 127
CORPORATE GOVERNANCE
3
SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES ANDMEETINGS)
Responsibilities
The Committee makes recommendations to the Supervisory
Board concerning candidates for appointment to the Management
Board, the Supervisory Board and the Committees. It also makes
recommendations concerning the remuneration of members of
the Management Board and the Chairman of the Supervisory
Board, as well as concerning stock options and stock grants for
members of the Management Board, and all other aspects of their
remuneration “package”.
Based on the proposals made by the Management Board, the
Committee makes recommendations concerning the remuneration
of Executive Committee members, the principles and methods for
determining executive compensation, as well as the creation of
stock option, bonus shares and employee stock ownership plans.
It is also responsible for examining succession plan solutions for
members of the Management Board and Executive Committee.
It examines Human Resource policies and in particular:
•the Human Resource strategy and major action plans, including
those relating to the talent policy and key skills (high potential,
experts, occupations, etc.);
•the policy of giving employees a share in the Group’s profi ts;
•the overall remuneration policy for managers and the remuneration
packages of Executive Committee members.
It recommends the amount for attendance fees, which is
established by the Annual Shareholders’ Meeting, and the basis for
their allocation.
The Committee recommends processes and procedures to
reassure shareholders and the market that the Supervisory Board
carries out its responsibilities objectively and independently.
It thus makes recommendations to the Supervisory Board regarding:
•the terms of reference of Supervisory Board committees;
•the determination and review of independence criteria applicable
to Supervisory Board members;
•the assessments of the Supervisory Board’s organization and
procedures;
•application by the Company of national or international corporate
governance practices.
The Remunerations, Appointments and Human Resources
Committee presents the Board with the results of its work and
actions it proposes. The minutes of these meetings are circulated
to members of the Supervisory Board.
Meetings in2012
In2012, the Supervisory Board’s Remuneration, Appointments and
Human Resources Committee met fi ve times. The attendance rate
by its members was 93%. It reported on its work to the Supervisory
Board at the February21, June11 and 12, July31, October23 and
December18, 2012 meetings.
The Remuneration, Appointments&Human Resources Committee
made recommendations to the Supervisory Board concerning:
•the membership of the Supervisory Board and of its committees
and the classifi cation of members on the basis of the
independence criteria;
•the succession of the Chairman of the Supervisory Board;
•the remuneration of members of the Management Board
(amount, structure of2012 remuneration, 2012 targets, and level
of achievement of2011 targets);
•renewing the status of the Chairman of the Management Board;
•the changes to the top-up pension plan for French senior
executives and their outsourcing;
•on the 2013 long term incentive plan;
•the implementation of the annual long term incentive plan and the
allocation of performance shares to members of the Management
Board, in accordance with the AFEP/MEDEF guidelines of
October6,2008;
•the launch in2013 of a new employee share issue;
•organization and operation of the Board in the light of the results
of the three-year appraisal.
The Committee also reported to the Board on:
•the review of the work of the Management Board and the
assessment of the performance of its members;
•the review of the performance of members of the Executive
Committee;
•the review of succession plans for members of the Management
Board and members of the Executive Committee;
•the review of the development of the Group;
•the review of the policy of male/female equal opportunities and
remunerations;
•the remuneration policy of Executive Committee members;
•the review of the draft report from the Chairman on corporate
governance.