APC 2010 Annual Report Download - page 124

CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
French members of the Management Board and Supervisory
Board are covered by the Group’s top-hat pension plan for senior
executives, (Article39 defi ned benefi ts) and, with the exception
of Jean-Pascal Tricoire of the top hat pension plan for Senior
Management (defi ned contributions) . The benefi ts from article83
(defi ned contributions) are deducted from the article39 benefi ts
(defi ned benefi ts).
Article 39 defi ned benefi ts plan foresee a pension of a maximum
amount equal to 60%; that is, 50% plus 1% per year as of the
sixth year of the acquisition of the senior manager status, of the
difference between the average reference salary (i.e. the average of
the base salary and of the variable portion of the three calendar years
prior to departure) and the total sum for pensions granted under
external plans (CNAV, ARRCO, AGIRC and other pensions, where
necessary). The annuity thus defi ned, plus the annuity that results,
where necessary, from the article 83 defi ned contribution plan,
cannot exceed 25% of the average reference salary. The defi ned
benefi ts plan includes, subject to conditions, a right to 60% for the
surviving spouse. Under the contingency section, an annuity for the
spouse is paid if the executive passes away before the retirement
age. In the event of disability occurring in the course of business,
the executive has a right to a pension supplement as of his or her
sixtieth birthday.
Non-French members are covered by funded pension plans in line
with local practice in their respective countries.
Compensation of the Supervisory Board members
Chairman of the Supervisory Board
Based on the recommendation of the Remunerations, Appointments
and Human Resources Committee, at its meeting on April22, 2010,
the Supervisory Board decided to set the annual compensation of
its Chairman at EUR500,000 not including the attendance fees paid
to Supervisory 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 2010, Henri Lachmann was paid:
•in his capacity as Chairman of the Supervisory Board:
EUR500,000;
•in attendance fees: EUR65,000;
•under the Company’s pension plan for senior executives:
EUR553,296.
MrLachmann 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 for the 2010 fi nancial year at
EUR5,090.
Supervisory Board members
The Annual Shareholders’ Meeting set total attendance fees at
EUR800,000. The Supervisory Board has decided to allocate these
fees as follows:
•Board members and non-voting members resident in France
receive a basic fee of EUR15,000 and members resident outside
France receive double this amount;
•Board members receive a fee of EUR5,000 for each meeting they
attend;
•members who sit on the Committees of the Board receive a fi xed
fee of EUR15,000, with the Audit Committee Chairman receiving
double this amount.
Pension benefits**
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC122