APC 2007 Annual Report Download - page 57

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Corporate Governance
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Date Name Type of transaction Number of shares Price per share
Feb. 27 Willy R. Kissling Share purchase 24,276 96.00
March 5 Willy R. Kissling Share sale 34,779.38 87.96
March 13 Gérard de La Martinière Share purchase 127,606.76 91.54
March 21 Gérard de La Martinière Share subscription 12,848 73.00
May 21 Jean-Pascal Tricoire Share sale 726,871.95 105.68
May 21 Jean-Pascal Tricoire Share sale 81,373.60 105.68
May 21 Jean-Pascal Tricoire Share sale 534,542.50 105.68
June 14 Henri Lachmann Subscription/gift 6,299,742.24 45.21
June 27 Willy R. Kissling Share sale 20,442.18 103.40
Aug. 16 Willy R. Kissling Share sale 25,290.97 92.70
Sept. 17 Alain Burq Share purchase 49,451.92 65.24
Cadres de la Métallurgie) , is evaluated at December 31,
2008 at two years of his target annual compensation
(salary plus target variable bonus).
Should Mr. Bouchut leave the Company for any reason,
the Company may evoke the non-compete agreement in
his service contract and the provisions of the industry col-
lective bargaining agreement
(Convention Nationale des
Ingénieurs et Cadres de la Métallurgie)
that call for
monthly payment of an amount equivalent to 50% to 60%
of the average monthly compensation for the last twelve
months of presence (salary plus paid bonus). This payment
is due for one year, renewable once.
Mr. Bouchut’s travel and entertainment expenses are re-
imbursed 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 4,675.
Stock options and stock grants
Pierre Bouchut received stock options under plans 26
through 28 and 30, and stock grants under plans 1 and 3.
In 2007, he received 25,200 performance options with an
exercise price of 92 and expiring in 2017 under plan 30
(the 2008 plan), and 2,700 stock grants under plan 3.
The Supervisory Board set the lock-up period in accor-
dance with the provisions of the French Commercial Code
(see page 63). The grants were recognized in the consoli-
dated financial statements in accordance with IFRS 2 at a
unit value of 19.67 for the options and 72.42 for the
stock grants. These values are based on theoretical eval-
uations as the existence of any capital gains or losses will
depend on the stock price on the date the shares are sold.
Compensation paid to members
of Senior Management other than
Management Board members
Changes in Senior Management
The Senior Management team consists of the Manage-
ment Board, assisted by the Executive Committee. The fif-
teen-member Executive Committee is chaired by the
Chairman of the Management Board. In addition to the
members of the Management Board, it comprises:
The Executive Vice Presidents of the four Operating Di-
visions (Europe, North America, Asia-Pacific and Rest of
the World).
The Executive Vice-President, Globalization & Industry,
the Executive Vice President, Strategy, Customers & Tech-
nology, Services & Projects Business Unit and the Execu-
tive Vice President, Renewable Energies.
The Executive Vice Presidents of the Power, Automa-
tion, Critical Power & Cooling Services and Building Au-
tomation and Security Business Units.
The Executive Vice President, Global Human Resources
and the Executive Vice President, Strategic Human Re-
sources and Organization.
Compensation
In 2007, total gross compensation, including benefits in
kind, paid to the members of Senior Management other
than the Management Board members amounted to
4,491,469, including 2,318,199 in variable bonuses for
2006.
Variable bonuses are based on the attainment of business
targets set at the level of the Group and the managed en-
tity and of personal targets. For 2007, the Group targets
were as follows:
Organic growth, with no bonus being paid if the Group’s
2006 revenue represented 104.5% or less of 2005 rev-
enue.
Operating margin, with no bonus being paid if the 2007
margin rate was 13.3% or less.
Stock options and stock grants
The members of Senior Management other than the Man-
agement Board members received a total of 98,000 per-
formance stock options under plan 30 (the 2008 annual
plan), with an exercise price of 92 expiring in 2017, 6,526
performance stock grants under plan 3 and 3,975 per-
formance stock grants under plan 4.
As of January 1, 2008, members of Senior Management
held a total of 826,556 options, including 235,343 per-
formance options, and 15,301 performance stock grants.
During 2007, the members of Senior Management exer-
cised a total of 260,257 stock options granted under plans
16 to 24 at a weighted average price of 52.03.
Transactions in Schneider Electric
shares in 2007 by Senior
Management 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: