APC 2006 Annual Report Download - page 182

Annual and Extraordinary Shareholders’ Meeting of April 26, 2007
2. Auditors' special reports
Auditors' special report on regulated agreements
Free translation of the original report in French.
To the Shareholders,
In our capacity as Statutory Auditors of Schneider
Electric SA, we present below our report on regulated
agreements that have been disclosed to us.
Agreements signed
during the year
In accordance with Article L.225-40 and L.225-88 of
the French Commercial Code, agreements that
received the prior authorization of your Board of Direc-
tors or Supervisory Board have been disclosed to us.
Our responsibility does not include identifying any
undisclosed agreements. We are required to report to
shareholders, based on the information provided,
about the main terms and conditions of agreements
that have been disclosed to us, without commenting on
their relevance or substance. Under the provisions of
Articles 92 and 117 of the Decree of March 23, 1967,
it is the responsibility of shareholders to determine
whether the agreements are appropriate and should
be approved.
We carried out our work in accordance with French
professional standards. Those standards require that
we perform procedures to verify that the information
given to us agrees with the underlying documents.
Shareholders’ agreement between AXA and
Schneider Electric SA. The agreement calls for the
continuation of stable cross-shareholdings between
the two groups. Each group also holds a call option
that may be exercised in the event of hostile takeover.
The one-year agreement, which is automatically
renewed each year unless it is expressly terminated,
was authorized by the Board of Directors on January
6, 2006 and signed on April 4, 2006.
Directors involved: Henri Lachmann and Claude
Bébéar.
Decision to allow Jean-Pascal Tricoire to be covered
by the Schneider Electric SA employee benefit plan,
with the same supplementary coverage for death and
disability provided for in his service contract with
Schneider Electric Industries SAS.
The Supervisory Board made this decision on May 3,
2006.
Addendum to Mr. Tricoire’s service contract with
Schneider Electric SAS suspending the said contract
and specifying that:
- His period as an officer (mandataire social) of
Schneider Electric SA will be taken into account for the
calculation of his rights – pursuant to his service con-
tract – under the Schneider Electric top hat pension
plan for senior executives, as well as for the calculation
of the termination benefit payable under his service
contract.
- His service contract will resume when he ceases to
be an officer (mandataire social) of Schneider Electric
SA and Schneider Electric Industries SAS.
The addendum, which was signed on May 2, 2006
contingent on Supervisory Board approval, was
authorized by the Supervisory Board on May 3, 2006.
It took effect on May 4, 2006.
Agreements entered into
in prior years that remained
in force during the year
In application of the Decree of March 23, 1967, we
were advised of the following agreement entered into
in prior years, which remained in force during the year.
With the authorization of the Board of Directors given
on June 27, 1995, a management agreement was
signed between your Company and Spie Batignolles
(renamed Amec Spie SA) covering the administrative
and legal management of contract disputes that
remained at the level of Schneider Electric SA at the
time of the merger.
No payments were made in 2006 as the agreement
was terminated during the year.
Courbevoie and Neuilly-sur-Seine, February 20, 2007
The Statutory Auditors
Mazars & Guérard Ernst & Young et Autres
Pierre Sardet Christian Chochon
Jean-Louis Simon Pierre Jouanne
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