APC 2009 Annual Report Download - page 92

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC90
CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
Supervisory Board members Amounts paid for 2009 (1) Amounts paid for 2008 (1)
Gérard de la Martinière
Attendance fees € 80,000 € 75,000
Other
James Ross
Attendance fees € 70,000 € 70,000
Other
Piero Siera
Attendance fees € 23,650 € 75,000
Other
Richard Thoman
Attendance fees € 60,000 € 60,000
Other
Serge Weinberg
Attendance fees € 65,000 € 55,000
Other
(1) Attendance fees are paid at the beginning of the following year.
Compensation, benefits
and stock options of Management
Board members
Based on the recommendation of the Remunerations and
Appointments & Corporate Governance Committee, at its meetings
on December 17, 2008, February 18, 2009, April 23, 2009
and February 17, 2010, the Supervisory Board set the annual
compensation for the members of the Management Board.
Chairman of the Management Board -
Jean-Pascal Tricoire
At its meeting of December 17, 2008, the Supervisory Board:
•decided to set the annual salary of the Chairman of the
Management Board at EUR 765,000 and his target variable bonus
at 100% of this amount, with a maximum of 200%. Mr Tricoire’s
salary was unchanged from 2008. 60% of his bonus is based on
Group performance targets, and 40% on measurable personal
targets;
•granted Mr Tricoire 45,000 options under stock option plan
31 and 11,250 shares under stock grant plan 5. All of these
options and stock grants are subject to performance criteria, in
accordance with AFEP-MEDEF recommendations. These options
are suspended to lock-up arangement (see page 212 ).
At its meeting of February 17, 2009 the Supervisory Board set the
following targets for Mr Tricoire’s variable bonus:
•group performance: organic revenue growth, growth in operating
profi t, cash generation ratio and customer satisfaction rates;
•Individual performance: success in (i) managing the recession
and adapting to the business environment, (ii) launching the One
company programme , (iii) implementing the new organisation and
(iv) seizing acquisition opportunities.
At its meeting of February 17, 2010, the Supervisory Board set
Mr Tricoire’s variable bonus for 2009 at 150 % of his base salary,
or EUR 1,147,500 .
Member of the Management Board –
PierreBouchut – January 1 - May 2, 2009
As Chief Financial Offi cer, Pierre Bouchut maintained his service
contract with Schneider Electric Industries SAS.
At its meeting of December 17, 2008, the Supervisory Board:
•decided to set Mr Bouchut’s total fi xed annual salary for 2009 at
EUR 401,100 and his target variable bonus at 60% of this amount,
with a maximum of 120%. Mr Bouchut’s salary was unchanged
from 2008. 60% of his bonus is based on Group performance
targets, and 40% on measurable personal targets;
•granted Mr Bouchut 23,500 options under stock option plan
31 and 5,875 shares under stock grant plan 5. All of these
options and stock grants are subject to performance criteria, in
accordance with AFEP-MEDEF recommendations.
At its meeting of February 17, 2010, the Supervisory Board set
Mr Bouchut’s variable bonus for 2009 at 78 %. of his base salary, or
EUR 106,024 pro rata temporis.
Because Mr Bouchut left the Group, all the stock options (151,703)
and share grants (10,575) granted to him since he arrived in 2005
were cancelled in May2009.
Member of the Management Board –
Emmanuel Babeau –
May 3 - December 31, 2009
Emmanuel Babeau was appointed to the Management Board on
May 3, 2009 and joined the Group as Executive VP Finance under
a service contract for executives with Schneider Electric Industries
SAS.
At its meeting of April 23, 2009, the Supervisory Board decided to
set Mr Babeau’s total fi xed annual salary for 2009 at EUR 500,000
and his target variable bonus at 80% of this amount, with a maximum
of 160%. The Supervisory Board also decided to pay Mr Babeau a
EUR 100,000 signing bonus and to make an exceptional grant of
5,000 options under stock option plan 32 and 1,250 shares under
stock grant plan 7. The options and stock grants are not subject to
performance criteria and are suspended to lock-up arrangement
(see page 212 ).