APC 2007 Annual Report Download - page 55

53
Corporate Governance
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not include any discount to the Schneider Electric SA
share price at the time of grant.
Half of the options (performance options) vest only if cer-
tain targets are met (organic revenue growth and operating
margin).
For the annual plan set up in December 2007 for 2008,
30% of the stock options were replaced by stock grants for
non-American members of the Management Board and
Executive Committee, on the basis of one stock grant for
four stock options.
Half of the stock grants are subject to the same perform-
ance targets as options. The vesting period is three years
followed by a lock-up period of two years, except for resi-
dents of countries other than France, for whom a vesting
period of four years applies, with no lock-up period.
Pension benefits
French members of the Management Board and Supervi-
sory Board are covered by the Group’s top hat pension
plan for senior executives, which provides for the payment
of pension benefits corresponding to up to 60% (50% plus
1% per year from the sixth to the fifteenth year of service)
of their average compensation for the three calendar years
preceding their retirement (corresponding to the sum of (i)
their gross basic salary and (ii) their variable bonus for the
reference years) less the total benefits received under ex-
ternal plans, with a cap of 25% of the reference average
compensation. On the death of the executive, the plan pro-
vides for the payment of a 60% reversionary pension to his
or her spouse.
Non-French members are covered by funded pension
plans in line with local practice in their respective countries.
The capitalized amount of pension plans in connection with
all the management is approximately 13.2 million.
Compensation of
the Supervisory Board members
Compensation of the Chairman
of the Supervisory Board
Based on the recommendation of the Remunerations and
Appointments & Corporate Governance Committee, at its
meeting on May 3, 2006, the Supervisory Board decided
to set the annual compensation of its Chairman at
500,000 not including the attendance fees paid to Su-
pervisory Board members.
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
500,000 in 2007. In addition, in 2007 Mr. Lachmann was
paid attendance fees for 2006 of 60,000 by Schneider
Electric SA. In 2008, he was paid attendance fees for 2007
of 60,000.He is also covered by the Company's pension
plan for senior executives, under the plan's general terms
and conditions. During the year, he claimed his pension
representing annual benefits equal to 25% of his average
compensation for the three calendar years prior to his re-
tirement. On his death, his spouse will receive a rever-
sionary pension equal to 60% of this amount. In 2007, he
Supervisory Board of
Board Directors and
2007 (1) Supervisory
Board
2006 (2)
Henri Lachmann 60,000 60,000
Léo Apotheker (3) 7,400 -
Claude Bébéar (3) 15,000 15,000
Alain Burq - (4) 22,500
Noël Forgeard 45,000 41,685
Jérôme Gallot 45,000 45,000
Willy R. Kissling 75,000 75,000
Cathy Kopp 35,000 31,575
Gérard de La Martinière 75,000 75,000
René Barbier de La Serre 55,000 60,000
James Ross 70,000 75,000
Chris Richardson (5) - 40,000
Richard Thoman (5) 50,250 -
Piero Sierra 75,000 75,000
Serge Weinberg 55,000 60,000
(1) Paid in early 2008.
(2) Paid in early 2007.
(3) Non-voting member.
(4) Alain Burq, who has a service contract with
Schneider Electric Industries S.A.S., waived payment of his
attendance fees.
(5) Richard Thoman was co-opted on April 26, 2007 to replace
Chris Richardson, who resigned on April 1, 2007.
received total payments of 537,557 under the pension
plan described above.
Mr. Lachmann 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 2007 fiscal year at 5,090.
Stock options
Mr. Lachmann, who was granted options under plans 16
through 21, 24, 26 and 27, exercised 139,344 options at a
price of 45.21 under plan number 21 during the year. He
held 802,484 options as of January 1, 2008.
Compensation of
the Supervisory Board members
The Annual Shareholders’ Meeting set total attendance
fees at 800,000.In May 2006, the Supervisory Board de-
cided to allocate these fees as follows:
a) Board members and non-voting members resident in
France receive a basic fee of 15,000 and members resi-
dent outside France receive double this amount.
b) All Board members also receive a variable fee of up to
30,000 based on their attendance rate at Supervisory
Board meetings.
c) Members who sit on the Committees of the Board re-
ceive a fixed fee of 15,000 with the Audit Committee
chairman receiving double this amount. On this basis, at-
tendance fees paid in respect of 2006 and 2007 were as
follows: