APC 2006 Annual Report Download - page 55

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 (see above) as well as for
the calculation of the termination benefit payable under
his service contract. This termination benefit, which will
include the benefit provided for in the industry collec-
tive bargaining agreement (Convention Nationale des
Ingénieurs et Cadres de la Métallurgie), will not be less
than double his target annual compensation (salary
plus target variable bonus).
His service contract will resume when he ceases to
be an officer (mandataire social) of Schneider Electric
and Schneider Electric Industries SAS.
Mr. Tricoire’s travel and entertainment expenses are
reimbursed by the Company. 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 4,233.36.
Stock options and stock grants
Jean-Pascal Tricoire received stock options under
plans 18 through 21, 24 and 26 through 28, and stock
grants under plan 1. He did not exercise any options
during the year.
In 2006, Mr. Tricoire received 80,000 performance
options with an exercise price of 82.14 and expiring
in 2016 under plan 28 (the 2007 plan) and 5,000 stock
grants under plan 1.
As of January 1, 2007, he held 469,000 options,
including 380,000 performance options based on
Group performance, and 5,000 performance stock
grants.
Member of the Management Board –
Pierre Bouchut
Compensation
The Supervisory Board noted that Pierre Bouchut’s
technical functions as the Group’s Chief Financial Offi-
cer justified continuing his service contract with
Schneider Electric Industries SAS, which provides for
the payment of an annual salary of 360,400 and a
target bonus of 50% of this amount with a maximum of
100%.
Based on the recommendation of the Remunerations
and Appointments & Corporate Governance Commit-
tee, at its meeting on May 3, 2006, the Supervisory
Board set limits on Mr. Bouchut’s compensation for the
period from May 3 to December 31, 2006. The Board
recommended raising his target bonus to 60% of his
salary, with a maximum of 120%. Sixty percent of the
bonus is based on Group performance targets in terms
of operating profit, organic growth and return on capi-
tal employed, and 40% on measurable personal tar-
gets.
In 2006, Pierre Bouchut received 360,400 in salary
and a 2005 bonus of 174,978. His variable bonus for
2006, paid in 2007, amounted to 377,188.
Benefits
Under his service contract, Pierre Bouchut is covered
by the top hat pension plan for senior executives (see
above) and is also entitled to a termination benefit.
This termination benefit, which will include the benefit
provided for in the industry collective bargaining agree-
ment (Convention Nationale des Ingénieurs et Cadres
de la Métallurgie), will not be less than double his tar-
get annual compensation (salary plus target variable
bonus).
Mr. Bouchut’s travel and entertainment expenses are
reimbursed by the Company. 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 4,779.72.
Stock options and stock grants
Pierre Bouchut received stock options under plans 26
through 28, and stock grants under plan 1. In 2006, he
received 32,000 performance options with an exercise
price of 82.14 and expiring in 2016 under plan 28
(the 2007 plan), and 2,000 stock grants under plan 1.
As of January 1, 2007, he held 102,000 performance
options and 2,000 performance stock grants.
Compensation paid to members
of senior management other than
Management Board members
Changes in senior management
At the beginning of 2006, the Group had a 12-member
senior management team comprising the Chairman
and Chief Executive Officer, the Chief Operating Offi-
cer and the Executive Vice Presidents of the four Oper-
ating Divisions (North America, Europe, Asia-Pacific,
International & Iberia), the four Central Functions
(Customers & Markets, Products & Technology, Glob-
alization & Industry and Strategic Deployment & Ser-
vices) and the two Corporate Functions (Finance &
Control – Legal Affairs and Human Resources).
Following adoption of the new bylaws and the new
management organization, the senior management
team now consists of the Management Board, assist-
ed by the Executive Committee. The thirteen-member
Executive Committee is chaired by the Chairman of
the Management Board. It comprises:
The members of the Management Board
The Executive Vice Presidents of the four Operating
Divisions (unchanged)
The Executive Vice President, Globalization & Indus-
try and Executive Vice President, Strategy, Customers
& Technology, Services & Projects Business Unit
The Executive Vice Presidents of the Power,
Automation, Secured Power and Building Automation
Business Units.
The Executive Vice President, Human Resources.
Compensation
In 2006, total gross compensation, including benefits
in kind, paid to the members of senior management
other than the Management Board members (and the
Chairman and Chief Executive Officer before the
change in management system) amounted to
7,558,450 million, including 4,153,051 in variable
bonuses for 2005.
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