APC 2006 Annual Report Download - page 56

10. Regulated agreements
At its meeting of January 6, 2006, the Board of Direc-
tors authorized the signature of a shareholders’ agree-
ment between AXA and Schneider Electric SA. The
agreement calls for the continuation of stable cross-
shareholdings between the two groups. In particular,
Schneider Electric SA undertakes to hold no less than
8.8 million AXA shares. Each group also holds a call
option that may be exercised in the event of a hostile
takeover. The one-year agreement is automatically
renewed each year unless it is expressly terminated.
At its meeting on May 3, 2006, the Supervisory Board
decided that Jean-Pascal Tricoire should continue to
be entitled to all the pension and other benefits provid-
ed for in his service contract with Schneider Electric
Industries SAS, which was suspended on his appoint-
ment to the Management Board as Chairman. The
Supervisory Board also authorized the signature of an
addendum to his service contract defining the terms
under which it will resume or be terminated.
Corporate governance
Variable bonuses are based on the attainment of busi-
ness targets set at the level of the Group and the man-
aged entity and of personal targets. For 2005, the
Group targets were as follows:
Organic growth, with no bonus being paid if the
Group’s 2005 sales represented 104.5% or less of
2004 sales.
Operating margin, with no bonus being paid if the
2005 margin rate was 12.5% or less.
Stock options and stock grants
The members of senior management other than the
Management Board members (and the Chairman and
Chief Executive Officer before the change in manage-
ment system) received a total of 129,800 performance
stock options under plan 28 (the 2007 annual plan),
with an exercise price of 82.14 expiring in 2016, and
4,800 stock grants under plan 1.
As of January 1, 2007, the members of senior man-
agement held a total of 971,600 stock options, includ-
ing 661,800 performance options, and 4,800 perform-
ance stock grants.
During 2006, the members of senior management
exercised a total of 99,200 stock options granted under
plans 16 to 21 at a weighted average price of 55.80.
Transactions in Schneider Electric
shares in 2006 by senior
management, members of the
former Board of Directors and
members of the Supervisory Board
and Management Board
Transactions disclosed in application
of article 621-18-2 of the French Monetary
and Financial Code:
Date Name Type of transaction Number of shares Price per share
Feb. 16 Catherine Kopp Share purchase 250 84.65
Feb. 24 Henri Lachmann Exercise of options 20,700 50.73
Feb. 24 Henri Lachmann Share sale 2,000 85.80
Feb. 24 Henri Lachmann Share sale 2,000 85.85
Feb. 24 Henri Lachmann Share sale 16,700 85.786
Feb. 27 Henri Lachmann Exercise of options 22,000 50.73
Feb. 27 Henri Lachmann Share sale 13,000 86.052
Feb. 27 Henri Lachmann Share sale 4,000 85.75
Feb. 27 Henri Lachmann Share sale 2,000 85.90
Feb. 27 Henri Lachmann Share sale 3,000 86,00
Feb. 28 Henri Lachmann Exercise of options 4,000 50.73
Feb. 28 Henri Lachmann Share sale 2,000 86,00
Feb. 28 Henri Lachmann Share sale 2,000 86.40
March 29 Henri Lachmann Exercise of options 57,000 50.73
June 16 Willy Kissling Share sale 400 72.50
March 1 Alain Burq Exercise of options 2,000 50.73
March 1 Alain Burq Share sale 2,000 87,00
March 2 Alain Burq Exercise of options 1,100 50.73
March 2 Alain Burq Share sale 1,100 88.50
Aug. 11 Pierre Bouchut Share purchase 25,000 81.51
Aug. 31 Willy Kissling Share purchase 600 83.30
Sept. 4 Pierre Bouchut Sale of financial instruments 42,000 14.45
Sept. 4 Pierre Bouchut Share purchase 17,000 84.75
Sept. 15 Alain Burq Exercise of options 1,100 53.73
Exercise of options 100 65.88
Sept. 15 Alain Burq Share sale 1,200 87.00
Nov. 23 René de La Serre Share purchase 1,000 83.05
54