SCH2017_DRF_EN_Livre.indb

3 Corporate governance report

Board committees (composition, operating procedures and activities)

Strategy Committee

4.4

Composition in 2017 The internal regulations and procedures of the board of directors provide that the Strategy Committee must have at least 3 members. This committee is composed of 6 members: Messrs. Xavier Fontanet, Chairperson, and Léo Apotheker, Ms. Betsy Atkins, and Messrs. Fred Kindle, Patrick Montier and Gregory Spierkel. As of December 31, 2017, the Strategy Committee included 83% independent directors (director representing employees excluded as per the AFEP/MEDEF Corporate Governance Code). Operating procedures The committee meets at the initiative of its Chairman or at the request of the Chairman and CEO. The agenda is drawn up by the Chairman, after consulting with the Chairman and CEO. The committee shall meet at least 3 times a year. In order to carry out its assignments, the committee may hear any person it wishes and call upon the Strategy Director. The Strategy Director, Mr. Emmanuel Jean Lagarrigue, is the secretary of the committee.

Responsibilities The committee will prepare the board of directors’ deliberations on strategic matters. For this purpose: E it shall give its opinion to the board of directors on the major acquisition, joint-venture and disposal projects that are presented to the board for authorization; E it shall study in detail certain strategic matters on behalf of the board; E it shall give the board its view and understanding of major trends that are relevant to Group business activities. Activities in 2017 The committee met 4 times in 2017. The committee devoted its work mainly to: E the preparation of board of directors’ Strategy Session which were convened in August in China; E the determination of the subject matters related to organic growth; E the critical review of Group external growth projects and their alignment with the strategic priorities defined by the board. The attendance rate of members of the committee was 85%. It reported on its work to the board’s meetings of February 15, July 26 and October 25 and during the Strategy Session.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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