SCH2017_DRF_EN_Livre.indb

3 Corporate governance report

Declarations concerning the situation of the members of the administrative, supervisory or management bodies

6. Declarations concerning the situation of the members of the administrative, supervisory or management bodies The members of the board of directors directly hold 0.08% of the share capital and 0.1% of the voting rights. Jean-Pascal Tricoire is Chairperson of the board of directors of Schneider Electric Industries SAS, Chairperson of the board of directors of Schneider Electric Holdings Inc. and Chairperson of the board of directors of Schneider Electric Asia Pacific. He receives compensation from these 2 companies for the last 2 functions. Emmanuel Babeau is CEO of Invensys Ltd, a position for which he receives compensation.

Xiaoyun Ma has an employment contract with Schneider Electric (China) Co., Ltd. Patrick Montier has an employment contract with Schneider Electric France.

6.1 Service contracts In accordance with the AFEP/MEDEF guidelines, which provide that specific functions such as Vice-Chairman or lead director may give rise to the payment of exceptional compensation which is then subject to the rules on regulated agreements, the board of directors of December 15, 2016 has provided that the Vice-chairman independent lead director shall receive the annual sum of EUR250,000, excluding tax and expenses reimbursed at actuals, as compensation for the duties associated with this function, payable semi-annually in the

framework of an agreement referred to in article L.225-46 of the French Commercial Code. This agreement entered into with Mr. Léo Apotheker and approved by the 2017 Annual Shareholders’ Meeting, expired on April 25, 2017. In accordance with prevalent market practice and as previously announced ( cf . 2016 Registration Document page 336), these fees are, since the 2017 Annual Shareholders’ Meeting, paid in the form of a special attendance fees and counted within the limits of the shareholders’ authorization (currently EUR2,000,000).

6.2 Absence of conviction or incrimination of corporate officers

To the best of the Company’s knowledge, in the last 5 years, none of the directors or corporate officers (Chairman and CEO and Deputy CEO) have been: E the subject of any convictions in relation to fraudulent offenses or of any official public incrimination and/or sanctions by statutory regulatory authorities;

E disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of an issuer; E involved, as a member of an administrative, management or supervisory body or a partner, in a bankruptcy, receivership or liquidation.

Family ties

6.3

To the best of the Company’s knowledge, none of the directors and/or corporate officers of the company are related through family ties.

6.4 Conflicts of interest To the best of the Company’s knowledge, there are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which a director or corporate officer has been selected as a member of an administrative, management or supervisory body or a member of Senior Management of the Company. To the best of the Company’s knowledge, there are no conflicts of interest between the duties of any directors and corporate officers with respect to the Company in their capacity as members of those bodies or their private interests and/or other duties.

To the best of the Company’s knowledge, the directors and corporate officers have no restrictions on the disposal of their Company shares aside from those stipulated in stock option and performance share plans (see page 328 et seq. ) for corporate officers and a minimum 1,000 shareholding requirement for directors.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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