APC 2009 Annual Report Download - page 96

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC94
CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
Payment of compensation will depend on the mathematical
average of the rate of achievement of performance objectives
used to determine the variable portion of Mr  Tricoire’s
remuneration for the three full years preceding the date of the
Board meeting at which the decision 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 calculated
on a straight-line basis at a rate of between 75% and 100%.
The achievement rate of Group performance objectives for
the last three years is 136%. These objectives were based on
organic growth, EBIT, ROCE, cash generation and customer
satisfaction.
3) Unless a mutually agreeable arrangement is found, the Company
may evoke its non-compete agreement with Mr Tricoire should
he leave the Company, which calls for monthly payment
of an amount equivalent to 60% of the average monthly
compensation for the last twelve months of presence (salary
plus paid bonus).
4) Will retain all of the stock options, stock grants and performance
stock grants allocated or to be allocated to him should he
leave the Company, provided that the mathematical average
of the rate of achievement of performance objectives used to
determine the variable portion of Mr Tricoire’s remuneration for
the three full years preceding his departure is 50% or higher.
Mr Tricoire’s travel and entertainment expenses are reimbursed
by the Company. He has a Company car and may also use the
chauffeur-driven Company cars made available to Group Senior
Management . This benefi t in kind can be estimated EUR 4,812.
Emmanuel Babeau
Under his service contract with Schneider Electric Industries SAS,
Emmanuel Babeau is covered by the top-hat pension plan for senior
executives in France (see above) and is also entitled to a termination
benefi t should the employer terminate the contract. This termination
benefi t, including the benefi t provided for in the industry collective
bargaining agreement (Convention Nationale des Ingénieurs et
Cadres de la Métallurgie), is capped at two years of his target annual
compensation (salary plus target variable bonus).
Should Mr Babeau leave the Company for any reason, the Company
may evoke the non-compete agreement in his service contract
and the provisions of the industry collective bargaining agreement
(Convention Nationale des Ingénieurs et Cadres de la Métallurgie),
which 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 Babeau’s travel and entertainment expenses are reimbursed
by the Company. He has a Company car and may also use the
chauffeur-driven Company cars made available to Group Senior
Management . This benefi t in kind can be estimated EUR 2,758.
Pierre Bouchut
Pierre Bouchut received the same benefi ts as Mr Babeau. The
benefi t in kind corresponding to use of a Company car can be
estimated at EUR 2,858 for the period during which he worked for
the Company in 2009.
Compensation paid to members
of Senior Management other
thanManagement Board members
Senior Management
The Senior Management team consists of the Management Board,
assisted by the Executive Committee. The eleven-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 Global Functions (Global
Supply Chain; Strategy & Innovation; IT, Process & organisation ;
Global Marketing and Global Human Resources);
•the Executive Vice Presidents of the businesses (Power EMEA,
Power North America & Buildings, Power Asia Pacifi c, Industry,
IT and Custom Sensors & Technologies.
Senior Management compensation in 2009
In 2009, total gross compensation, including benefi ts in kind, paid
to the members of Senior Management other than the Management
Board members amounted to EUR 6,748,624, including
EUR 2,473,171 in variable bonuses for 2008.
Variable bonuses are based on the attainment of business targets
set at the level of the Group and the managed entity and of personal
targets. For the period under consideration, the Group targets were
as follows:
•organic growth, with no bonus being paid if the Group’s 2008
revenue represented 106% or less of 2007 revenue;
•operating margin, with no bonus being paid if the 2008 margin
rate was the same as the 2007 margin;
•customer satisfaction, with no bonus being paid if the customer
satisfaction rate was 43% or less;
•customer dissatisfaction, with no bonus paid if the reduction in
the dissatisfaction rate was 0.5% or less.
Stock options and stock grants
Members of Senior Management other than Management Board
members received a total of:
•76,500 stock options under plan 31, with an exercise price of
EUR 52.12, expiring in 2019;
•96,000 SARs under plan 31 for US citizens;
•12,125 stock grants under plan 5 for residents of France;
•7,000 stock grants under plan 6 for non-residents of France.
All of the options and stock grants are subject to performance
criteria.