APC 2006 Annual Report Download - page 44

Based on the proposals made by the Management
Board, the Committee makes recommendations con-
cerning the compensation to be paid to the Executive
Committee members, the principles and methods for
determining senior management compensation, as
well as the creation of stock option, stock grant and
employee stock ownership plans.
It is also responsible for examining succession plan-
ning solutions for members of the Management Board
and Executive Committee.
It recommends the amount of attendance fees for
approval at the Annual Meeting and their allocation
among Supervisory Board members.
The Committee makes recommendations to the
Supervisory Board concerning measures to provide
assurance to shareholders and the market that the
Board members exercise their judgment independent-
ly and objectively. The recommendations relate to:
The terms of reference of the Committees of the
Supervisory Board.
The determination and review of independence crite-
ria applicable to Supervisory Board members.
Assessments of the Supervisory Board’s organiza-
tion and procedures.
Application by the Company of national or interna-
tional corporate governance practices.
The Remunerations and Appointments & Corporate
Governance Committee presents its findings and rec-
ommendations to the Supervisory Board and distrib-
utes the minutes of its meetings to the Supervisory
Board members.
Meetings in 2006
The Remunerations and Appointments & Corporate
Governance Committee of the Board of Directors or
the Supervisory Board met three times in 2006, with
an attendance rate of 100%. It reported on its work to
the Board of Directors on February 15 and May 3, and
to the Supervisory Board on May 3 and December 21.
The Remunerations and Appointments & Corporate
Governance Committee reviewed the results of the
Board of Directors’ self-assessment of its perform-
ance, as well as the proposed new bylaws and internal
rules and procedures of the Supervisory Board and
Management Board. The Committee made recom-
mendations to the Board of Directors concerning the
Chairman’s compensation.
It made recommendations to the Supervisory Board
concerning the Board's officers and Committees, as
well as on the Chairman's compensation and the allo-
cation of attendance fees among Supervisory Board
members. It also made recommendations to the
Supervisory Board concerning the composition of the
Management Board and its members’ status and com-
pensation. Lastly, it recommended that the Superviso-
ry Board authorize the Management Board to set up
stock option or stock grant plans – particularly the
2007 plan – and to carry out an employee share issue
(the 2007 worldwide ESPP).
5. Management
Board Members
The bylaws stipulate that the Management Board may
have between two and seven members.
Members are appointed by the Supervisory Board –
which also designates the Chairman – for a renewable
three-year term.
The age limit for holding office as a member of the
Management Board is 65. When a member reaches
the age of 65, the Supervisory Board may extend his
or her term several times, provided that the total exten-
sion does not exceed three years.
The Management Board currently has two members –
Jean-Pascal Tricoire (Chairman) and Pierre Bouchut
– who were appointed by the Supervisory Board on
May 3, 2006 for a three-year term expiring on May 2,
2009.
Chairman of
the Management Board
Jean-Pascal Tricoire
Other directorships and
functions in French or foreign companies
Currently: Chairman of the Management Board of
Schneider Electric SA, Chairman and Chief Executive
Officer of Schneider Electric Industries SAS, Director
of Square D.
Previous directorships and functions held in the past
five years: Director of Clipsal Asia Holding Limited,
Digital Electronics Corporation, Schneider Electric
(Australia) Pty Limited, Schneider Electric New
Zealand Holding Limited, PT Schneider Indonesia,
Schneider Electric Japan Ltd, Schneider Electric
Japan Holding Ltd, Schneider Electric Venezuela SA,
Schneider Toshiba Inverter SAS and PDL Holding Ltd.
Expertise and experience
After graduating from ESEO Angers and obtaining an
MBA from EM Lyon, Jean-Pascal Tricoire spent his
early career with Alcatel, Schlumberger and Saint
Gobain. He joined the Schneider Electric Group (Mer-
lin Gerin) in 1986. Between 1988 and 1999, he held a
variety of line positions with international subsidiaries
in Italy (five years), China (five years) and South Africa
(one year). On his return to France, he joined the head-
quarters team, serving from 1999 to 2001 as Vice
President, Strategic Global Accounts with specific
responsibility for the Schneider 2000+ program. From
Age: 43
Business address: Schneider Electric
43-45 bd Franklin Roosevelt –
92500 Rueil Malmaison, France
2,580 (1) Schneider Electric shares
First elected: 2006 / Current term ends: 2009
Corporate governance
(1) Directly or through the corporate mutual fund.
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