APC 2005 Annual Report Download - page 145

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Resolutions to be voted on
in Annual Meeting
Election of the members of the Supervisory
Board, authorizations to be given to
the Management Board
- ninth through twentieth resolutions -
If you support these proposals and decide to approve
the proposed amendments to the bylaws, we ask you
to vote the ninth to twentieth resolutions electing the
following persons as members of the Supervisory
Board as recommended by the Remunerations,
Appointments and Corporate Governance Commit-
tee: Henri Lachmann (for a four-year term), Alain
Burq, representing employee shareholders, (for a two-
year term), Gérard de La Martinière (for a four-year
term), René Barbier de La Serre (for a two-year term),
Noël Forgeard (for a four-year term), Jérôme Gallot
(for a two-year term), Willy Kissling (for a two-year
term), Cathy Kopp (for a four-year term), James Ross
(for a four-year term), Chris Richardson (for a two-year
term), Piero Sierra (for a two-year term) and Serge
Weinberg (for a four-year term).
Biographical details for these candidates are provided
in the presentation of the Board of Directors.
Cathy Kopp, Gérard de La Martinière, René Barbier de
la Serre, Noël Forgeard, Jérôme Gallot, Willy Kissling,
James Ross, Piero Sierra and Serge Weinberg are
independent members, as defined in the Bouton
report on corporate governance.
Daniel Bouton did not wish to join the Supervisory
Board due to time constraints. The Supervisory Board
expects to appoint Claude Bébéar as a non-voting
member.
Directors’ fees to be awarded to
the members of the Supervisory Board
- twenty-first resolution -
At the 2005 Annual Meeting, the total amount of direc-
tors’ fees was set at 800,000. We propose awarding
the same total amount of fees to the members of the
Supervisory Board. Fees for 2006 will be calculated
prorata temporis.
Resolutions to be voted on
in Extraordinary Shareholders’
Meeting
Transfer of financial authorizations
to the Management Board
- twenty-second resolution -
We ask you to give the Management Board the vari-
ous authorizations to issue shares with or without pre-
emptive subscription rights that were previously given
to the Board of Directors under the eleventh, twelfth
and thirteenth resolutions approved by shareholders
at the Annual and Extraordinary Meeting of May 12,
2005.
Authorization to be given to the Management
Board to cancel Schneider Electric shares
acquired under shareholder-approved
buyback programs, up to a maximum of 10%
of the total shares outstanding
- twenty-third resolution -
We ask you to give the Management Board full pow-
ers to cancel shares representing up to 10% of the
Company’s capital within the next 24 months, in order
to reduce the dilutive impact of the share issues car-
ried out recently or to be carried out, mainly upon
exercise of stock options.
On December 9, 2004, we used the authorization
expiring on May 5, 2006 to cancel 7 million shares.
Authorization to be given to the
Management Board to grant stock options
to officers and employees of the Company
and its subsidiaries and affiliates
- twenty-fourth resolution -
The General Meeting held in May 2004 authorized the
Board of Directors to grant stock options to certain
employees and officers of Schneider Electric SA and
its subsidiaries and affiliates, as defined in article
L.225-180 of the Commercial Code. Under the terms
of the authorization, the total number of options out-
standing at any time could not represent over 3% of
the Company’s capital.
We used this authorization to grant 5.9 million options,
representing 2.6% of the capital. A certain proportion
of these options will vest only if certain financial tar-
gets are met (in terms of revenue, operating margin,
etc.). These targets may not be met, in which case
some options will never become exercisable.
Because options play such an important role in incen-
tive plans and in rewarding employee loyalty, we pro-
pose that the Management Board be given a 38-
month authorization to grant options to subscribe for
new Schneider Electric shares or to purchase existing
shares. Under the terms of the authorization, the total
number of options outstanding at any given time
would not be exercisable for shares representing more
than 3% of the capital.
The options will have a ten-year life.
The option exercise price will not represent less than
the average of the opening prices quoted for the Com-
pany’s shares over the twenty trading days preceding
the date of grant.
By definition, this authorization entails the waiver by
shareholders of their pre-emptive right to subscribe for
the shares to be issued on exercise of the options.
Annual and Extraordinary Shareholders’ Meeting of May 3, 2006