APC 2009 Annual Report Download - page 227

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 225
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
MANAGEMENT BOARD’S REPORT TOTHE ANNUAL ANDEXTRAORDINARY SHAREHOLDERS’MEETING
Agreements governed by articlesL. 225-38
andL.225-86 of the French Commercial Code
- fourth and fifth resolutions -
We ask you to note the following regulated agreements signed in
2009 or a previous year:
•the shareholders’ agreement with AXA concerning cross-
shareholdings between AXA and Schneider Electric authorised
by the Board of Directors on January6, 2006;
•measures defi ning Jean-Pascal Tricoire’s new status. In
accordance with AFEP/MEDEF guidelines, Mr Tricoire resigned
from his service contract when he was reappointed Chairman
of the Management Board on May3, 2009. Mr Tricoire’s new
status, which took effect on May 3, 2009, was approved by
shareholders in the Annual Meeting. Under the terms of the
agreement,
Mr Tricoire:
–benefi ts from the top-hat pension plan for Schneider Electric
senior executives, the Schneider Electric SA employee benefi t
plan and the supplementary health, disability and death
coverage available to the Group’s senior executives,
–is bound by a non-compete agreement,
–is entitled to compensation in the event of termination, capped
at 24months of his target remuneration taking into account
compensation provided for in the non-compete agreement
described above and provided that he resigns, is terminated
or is not reappointed following a material change in Schneider
Electric’s shareholder structure or a reorientation of the strategy
pursued and promoted by him until that time. The amount due
will be subject to performance criteria,
–retains all unvested stock options, stock grants and
performance stock grants should he leave the Company,
subject to performance criteria.
We ask you to approve the decision to allow Emmanuel Babeau to
join the top-hat pension plan for French senior executives provided
for in his service contract with Schneider Electric Industries SAS.
The plan is presented on page88 .
In accordance with article L. 225-88 of the French Commercial
Code, the Statutory Auditors have prepared a special report on
these agreements (see pages227 and 228 ).
Re-election of members to the Supervisory
Board
- sixth to eleventh resolutions -
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 2010. In
consequence, the terms of the following members expire at the end
of today’s meeting: Henri Lachmann, Serge Weinberg, Gérard de la
Martinière, Noël Forgeard, Cathy Kopp and James Ross.
In accordance with the Supervisory Board’s request, based on
a report prepared by the Remunerations and Appointments &
Corporate Governance Committee, the Management Board
recommends that you re-elect:
•Henri Lachmann and James Ross for a two-year term, due to the
statutory age limit;
•Cathy Kopp, Noël Forgeard, Gérard de la Martinière and Serge
Weinberg for a four-year term.
Cathy Kopp, Noël Forgeard and Serge Weinberg are independent
members as defi ned by the AFEP/MEDEF guidelines. Mr  de la
Martinière is considered an independent member even though he
has been a member of the Supervisory Board or Board of Directors
of Schneider Electric SA for more than 12years. In the Supervisory
Board’s opinion, Mr de la Martinière’s seniority does not impact his
independent status given his personality and involvement in working
groups and discussions on the operation of Audit Committees in
France. James Ross, on the other hand, is no longer considered
an independent member as he has been on the Board for more
than 12years.
Reappointment of the Statutory Auditors
- twelfth to fifteenth resolutions -
The appointments of the Statutory Auditors (Ernst & Young et
Autres and Mazars) and the Substitute Auditors expire at the end
of the General Meeting called in 2010 to approve the 2009 fi nancial
statements.
On the Supervisory Board’s recommendation, based on the
recommendations of the Audit Committee presented on page103 ,
we ask you to reappoint Ernst & Young et Autres and Mazars as
Statutory Auditors and to appoint Auditex and Thierry Blanchetier
as Substitute Auditors.
Share buybacks
- sixteenth resolution -
We ask you to renew the authorisation given to the Company by
shareholders at the Annual Meeting of April23, 2009 to buy back
its shares by any appropriate method, including through the use of
derivatives, in accordance with the provisions of articleL. 225-209
of the French Commercial Code.
The shares could be bought back to reduce the issued capital,
or in connection with stock option plans, or plans to grant shares
without consideration, or to permit the conversion of convertible
debt securities, or to fi nance an acquisition, or for the purpose of
market making under a liquidity agreement.
Shares bought back under this authorisation may be cancelled
in accordance with the eighteenth resolution tabled at today’s
meeting.
Further information on your Company’s share buyback programmes
is provided on page 209 .
You are asked to authorise the Company to buy back shares
representing at most 10% of the issued capital as of the date of this
Meeting (representing 26,275,202 shares on the basis of the number
of shares outstanding at the last offi cial count on December 31,
2009). The maximum purchase price is set at EUR 100.