APC 2006 Annual Report Download - page 54

Compensation, benefits and
stock options of Management Board
members – period from May 4 to
December 31, 2006
Chairman of the Management Board –
Jean-Pascal Tricoire
Compensation
Based on the recommendation of the Remunerations
and Appointments & Corporate Governance Commit-
tee, at its meeting on May 3, 2006, the Supervisory
Board decided to set the annual salary of the Chair-
man of the Management Board at 600,000 and his
target variable bonus at 100% of this amount, with a
maximum of 200%.
Sixty percent of his bonus is based on Group perform-
ance targets in terms of operating profit, organic
growth and return on capital employed, and 40% on
personal targets. The degree to which these targets
had been met was determined by the Supervisory
Board on February 20, 2007.
On this basis, Jean-Pascal Tricoire was paid a salary
of 396,667 for the period from May 4 to December
31, 2006. His variable bonus for 2006, paid in 2007,
amounted to 760,000.
Mr. Tricoire’s service contract with Schneider Electric
Industries SAS was suspended on his appointment as
Chairman of the Schneider Electric Management
Board. Under this contract, he was entitled to a basic
annual salary of 500,000 and a target variable bonus
equal to 100% of this amount with a maximum of
200%. During the period from January 1 to May 3,
2006, he received 170,833 in salary under this con-
tract and a 644,221 bonus in respect of 2005 and
313,403 in respect of 2006.
Benefits
At its meeting on May 3, 2006, the Supervisory Board
decided that Mr. Tricoire should continue to be entitled
to all the employee benefits provided for in his service
contract with Schneider Electric Industries SAS. He is
therefore covered by the Schneider Electric Industries
employee benefit plan. In addition, under the proce-
dure applicable to related party agreements, the
Supervisory Board authorized the signature of an
addendum to his service contract stipulating that:
Corporate governance
Board of Supervisory Total Board of Board of
Directors Board Directors and Directors
January 1 – May 3 – December Supervisory 2005
(2)
May 3, 2006 31, 2006 Board 2006
(1)
Henri Lachmann 20,220 39,780 60,000 60,000
Claude Bébéar 5,055 9,945 15,000 15,000
Alain Burq (3) 7,582.50 14,917.50 22,500 22,500
Noël Forgeard 15,165 26,520 41,685 19,616
Jérôme Gallot 15,165 29,835 45,000 29,600
Willy Kissling 25,275 49,725 75,000 75,000
Cathy Kopp 5,055 26,520 31,575 6,411
Gérard de La Martinière 25,275 49,725 75,000 75,000
René Barbier de La Serre 20,220 39,780 60,000 60,000
James Ross 25,275 49,725 75,000 70,000
Chris Richardson 13,480 26,520 40,000 50,000
Piero Sierra 25,275 49,725 75,000 70,000
Serge Weinberg 20,220 39,780 60,000 38,225
(1)Paid in early 2007. (3)Alain Burq, who has a service contract with Schneider Electric Industries SAS,
(2)Paid in early 2006. waived payment of half of his attendance fees.
The Chairman of the Supervisory Board does not
receive any stock options or stock grants and will not
be entitled to any payment on leaving the Board.
In his capacity as Chairman of the Supervisory Board,
Henri Lachmann was paid gross compensation of
330,558 for the period from May 4 to December 31,
2006. He was also awarded attendance fees of
39,780, paid in 2007. He has a Company car and
may also use the chauffeur-driven Company cars
made available to Group senior management. This
benefit in kind can be estimated for the 2006 fiscal year
at 5,837.
In 2006, Mr. Lachmann received total benefits of
308,030 under the pension plan described above.
Compensation of the Supervisory Board
members and the former members of the
Board of Directors
The Annual Shareholders’ Meeting set total atten-
dance fees at 800,000. The Board of Directors then
the Supervisory Board decided to allocate these fees
as follows:
Board members and non-voting members resident in
France receive a basic fee of 15,000 and members
resident outside France receive double this amount.
All Board members also receive a variable fee of up
to 30,000 based on their attendance rate at Supervi-
sory Board meetings.
Members who sit on the Committees of the Board
receive a fixed fee of 15,000 with the Committee
chairman receiving double this amount.
On this basis, attendance fees paid in respect of 2005
and 2006 were as follows:
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