Schneider Electric details the setup of the new governance structure, to be proposed at the next Annual Shareholder’s Meeting

PR Newswire/Les Echos/ 
Press release 
Schneider Electric details the setup of the new 
governance structure, to be proposed at the next 
Annual Shareholder's Meeting for approval 
Rueil-Malmaison (France), February 22, 2013 - In the meeting held on February
20, 2013, the Supervisory Board of Schneider Electric detailed the setup of 
the new governance structure announced on December 18, 2012. Provided it is 
approved at the next Annual Shareholder's meeting on April 25, 2013, the 
Group will adopt a single board structure with a Board of Directors (Conseil 
d'Administration) and Jean-Pascal Tricoire will be named Chairman and Chief 
Executive Officer (Président Directeur Général). This proposal, under the 
initiative of Henri Lachmann, is the result of over two years' work by both 
the Board and the Remuneration, Nomination and Human Resources Committee. 
The Supervisory Board aims to establish efficient controls to guarantee that 
the future Board of Directors will be well informed and in a position to 
fully carry out its controlling responsibility over the management of the 
company. 
Therefore, the Board of Directors will be composed of a majority of 
independent members and a Vice Chairman Lead Director will be nominated - in 
application of the by-laws. In addition, the internal regulations of the Board
of Directors, to be published, will provide for an executive session in every
board meeting, the establishment of four committees and the limitation of 
power of the Chairman and CEO. 
If approved at the next Annual Shareholder's Meeting, all the existing members
of the Supervisory Board (for the remaining duration of their terms) and
Jean-Pascal Tricoire will be nominated as directors of the new Board. In that
case, 80% of the Board members will be independent and Jean- Pascal Tricoire
will be the only executive Board member. 
The Board of Directors will name a Vice Chairman Lead Director, whose role and
responsibilities will be defined in its internal regulations. The Vice 
Chairman shall:
 * be kept informed of major events of the Group through regular contacts and 
meetings with the Chairman and CEO and key executives of the Group,
 * prepare board meeting agendas with the Chairman and CEO,
 * be a point of contact for shareholders so as to provide feedback on  
governance issues to the Board,
 * chair executive sessions,
 * chair the Governance Committee, which will be responsible for the assessment 
of the Board. 
Henri Lachmann will take on the role of Vice Chairman Lead Director up to the
end of his term as director in 2014. His mission will be to ensure a smooth
transition in the governance structure and to support the independent Vice
Chairman Lead Director succeeding him in his new role. 
Communiqué de presse 
To avoid any risk of Board dysfunctions, each Board meeting agenda will 
include an executive session. At the initiative of the Vice Chairman or any 
Board member, the Vice Chairman will decide whether such a session should be 
held and will present the conclusions to the Chairman and CEO. 
In order to reinforce the Board's role and involvement in the oversight of the
Group, four committees will be established:
 * The Governance Committee, to be chaired by the Vice Chairman Lead Director
 * The Audit Committee, to be chaired by Gérard de La Martinière
 * The Human Resources & Corporate Social Responsibility Committee, to be  
chaired by Serge Weinberg
 * The Strategy Committee to be chaired by Xavier Fontanet. 
In the future, the Board will remain flexible with respect to the combination 
of the Chairman and CEO roles and will reconsider on a yearly basis the 
combination of these roles. 
The Notice of the Annual Shareholder's meeting will be published at Balo early
March. The internal regulations proposal for the Board of Directors will be
published on the same date. 
                               ***** 
The Supervisory Board also paid tribute to M. Jeong Kim, who resigned from the
Supervisory Board following his nomination as Minister of Innovation and
Sciences of South Korea. 
About Schneider Electric 
As a global specialist in energy management with operations in more than 100
countries, Schneider Electric offers integrated solutions across multiple 
market segments, including leadership positions in Utilities & 
Infrastructures, Industries & Machine manufacturers, Non-residential 
buildings, Data centers & Networks, and in Residential. Focused on making 
energy safe, reliable, efficient, productive and green, the Group's 140,000 
plus employees achieved sales of 24 billion euros in 2012, through an active 
commitment to help individuals and organizations make the most of their 
energy.
www.schneider-electric.com/company 
Investor Relations :                Press Contact :
Schneider Electric                  Schneider Electric
Carina Ho                           Véronique Roquet Montégon
Tél. : +33 (0) 1 41 29 83 29        Fax : +33 (0) 1 41 29 71 42 
www.schneider-electric.com          Fax : +33 (0)1 41 29 88 14
ISIN : FR0000121972 
Press Contact :
DGM
Michel Calzaroni
Olivier Labesse
Tél. : +33 (0)1 40 70 11 89
Fax : +33 (0)1 40 70 90 46 
                  
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-0- Feb/25/2013 08:03 GMT
 
 
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