APC 2007 Annual Report Download - page 175

7
Annual and Extraordinary Shareholders' Meeting of April 21, 2008
the mathematical average of the rate of achievement of
performance objectives used to determine the variable por-
tion of Mr. Tricoire's remuneration for the three full years
preceding the date of the Board Meeting at which the de-
cision is made. If the mathematical average is:
less than 50%, no compensation will be paid.
equal to 50%, 75% of the compensation will be paid.
equal to 100%, 100% of the compensation will be paid.
between 50% and 100%, compensation will be calcu-
lated on a straight line basis at a rate of between 75% and
100%.
Election of members to
the Supervisory Board - sixth
through sixteenth resolutions -
The Supervisory Board co-opted G. Richard Thoman on
April 26, 2007 to replace Chris Richardson, who resigned
on April 1, 2007. In accordance with the Supervisory Board’s
recommendation, we recommend that shareholders ap-
prove this appointment.
In accordance with AFEP/MEDEF recommendations on
corporate governance, the bylaws stipulate that half of the
members of the Supervisory Board elected in 2006 must
stand for re-election or vacate their seats at the Annual
Meeting called in 2008. In consequence, the terms of the
following members expire at the end of today's meeting:
Alain Burq, Jérôme Gallot, Willy R. Kissling, René de La
Serre, Richard Thoman and Piero Sierra. As Mr. Burq was
elected as a member representing employee sharehold-
ers, his re-election or the election of a successor is gov-
erned by the provisions of article 11-c of the bylaws, as
described below. Mr. de la Serre did not wish to renew his
term for personal reasons.
Mr. Sierra will reach the statutory age limit in 2009.
In accordance with the Supervisory Board’s recommen-
dation, we recommend that shareholders:
Re-elect Messrs. Gallot, Kissling and Thoman, who are
considered independent members as defined in the Bou-
ton report on corporate governance, for a period of four
years and Mr. Sierra for a period of one year.
Elect Léo Apotheker to replace Mr. de La Serre for a pe-
riod of four years.
Biographical details for Messrs. Apotheker, Gallot, Kissling,
Sierra and Thoman, along with a description of their other
directorships, are provided in the chapter on Corporate
Governance (pages 38-40).
In accordance with article 11-c of Schneider Electric SA's
bylaws, when more than 3% of the issued capital is held by
employee shareholders at the end of a fiscal year, the Su-
pervisory Board must include a representative of employee
shareholders among its members. This member is elected
by shareholders in Annual Meeting from a list of candidates
presented by employee shareholders. The candidates are
designated by the supervisory boards of the mutual funds
invested in Schneider Electric SA shares or by individual
employee shareholders who own their shares directly.
As employee shareholders held 3.32% of the issued cap-
ital as of December 31, 2007, the Management Board ini-
tiated an election process to select candidates, in
accordance with the Company’s bylaws.
The candidates presented for election are:
Roland Barrier (57)
A graduate of Institut d'Administration des Enterprises in
Grenoble, Roland Barier joined Crouzet in 1970. The com-
pany was acquired by Schneider Electric in 2000. Mr. Bar-
rier has been in charge of the export zone, sales and
marketing, customer satisfaction and international distri-
bution. Since 2005, he has managed Université Crouzet.
Mr. Barrier is also treasurer of the company's local works
committee, chairman of the economic commission of
Crouzet Automatismes' central works committee, and the
central works committee's representative on Crouzet Au-
tomatismes' Board of Directors.
Claude Briquet (47)
An engineering graduate of Ecole Nationale d'Ingénieurs in
Tarbes and ENSEEIHT in Toulouse, Claude Briquet joined
Schneider Electric in 1985. He began his career in devel-
opment, quality and production. Mr. Briquet managed the
Pacy I plant from 1992 to 1996 and the Vaudreuil plant
from 1996 to 1999. He was appointed General Manager of
Mafelec in 1999 and of Alombard in 2001. Mr. Briquet is
currently responsible for trading in Europe within the In-
dustry department of Schneider Electric's European Op-
erating Division.
Alain Burq (54)
A graduate of Ecole Supérieure de Commerce de Paris,
Alain Burq also has an MBA from the Wharton School of
the University of Pennsylvania. After initial experience in
the energy industry, with Total in Germany and GDF in Iran,
Mr. Burq joined Schneider Electric subsidiary Spie Batig-
nolles in 1982, where he held various positions until 1998,
when he moved to Schneider Electric. He is currently in
charge of managing the parent company's assets and lia-
bilities within the Finance Department.
Rüdiger Gilbert (41)
Rüdiger Gilbert, a German citizen, received training as an
electronic technician. After working as a consultant in high
voltage, he joined Schneider Electric Germany's strategic
accounts division in 1996 to manage metalworking ac-
counts. In 1998, he was appointed head of sales for the
buildings and energy markets in Germany. He has served
as Marketing Director of Schneider Electric Germany since
2004.
Cam Moffatt (45)
Cam Moffatt, a Canadian national, holds a degree in elec-
trical engineering from Queen's University in Ontario,
Canada. He joined Schneider Canada Inc. in 1985 and
served in various marketing and sales positions before
being appointed to develop services in 1999. That same
year, he earned an MBA from Richard Ivey School of Busi-
ness. Mr. Moffatt headed Schneider Canada Inc.'s indus-
trial sales division for the province of Ontario from 2001 to
2003. He is currently Director of electrical distribution prod-
uct marketing and development.
Virender Shankar (49)
An Indian national with a degree in business from the Uni-
versity of Delhi, Virender Shankar began his career with
A.F. Fergusono & Co. and Eternet Everest Ltd. He joined
Schneider Electric India in 1995 and became Vice Presi-
dent in 1999. He has successively managed the Finance,
Legal Affairs, Logistics and IT departments. Mr. Shankar
is currently management controller for Schneider Electric's
India zone. He is a member of the Institute of Chartered
Accounts of India and the Institute of Company Secretaries
of India.
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