APC 2010 Annual Report Download - page 126

CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
Compensation, benefits and stock options of Management Board members
Based on the recommendation of the Remunerations, Appointments
and Human Resources Committee, at its meetings on December17,
2009, February17, 2010 and February16, 2011 the Supervisory
Board set the annual compensation for the members of the
Management Board.
President and CEO–Jean-Pascal Tricoire
At its meeting of December17, 2009 the Supervisory Board:
•decided to set the annual 2010 salary of MrJean-Pascal Tricoire
at EUR850,000 and his target variable bonus at 100% of this
amount, with a maximum of 200%. 60% of his bonus is based on
Group performance targets, and 40% on measurable personal
targets;
•granted Mr Tricoire 50,000 options under stock option plan
33 and 12,500 shares under stock grant plan 8. 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 arrangements (see page253).
At its meeting of February17, 2010 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: implement the strategy, implement One,
create the Energy business and integrate Areva Distribution,
recruit and identify talent, and ensure transparence vis-à-vis
theSupervisory Board.
Based on these elements, at its meeting of February16, 2011
the Supervisory Board set MrTricoire’s variable bonus for 2010 at
172,8% of his base salary, or EUR 1,468,800.
Member of the Management Board –
Emmanuel Babeau
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 December17, 2009, the Supervisory Board
decided:
•to set Mr Babeau’s total fi xed annual salary for 2010 at
EUR500,000 and his target variable bonus at 80% of this amount,
with a maximum of 160%. Sixty percent of MrBabeau’s target
variable bonus is based on Group performance targets and 40%
is based and on measurable personal targets;
•granted, in the Framework the long-term vesting plan, MrBabeau
15,000 options under stock option plan 33 and 3,750 shares
under stock grant plan 8. All of these options and stock grants
are subject to performance criteria, in accordance with AFEP-
MEDEF recommendations. These options are also suspended to
lock-up arangements (see page253).
60% of MrBabeau’s target variable bonus is based on Group
performance targets in terms of organic revenue growth, operating
profi t, cash generation ratio and customer satisfaction rates and 40%
is based and on measurable personal targets.
At its meeting of February16, 2011 the Supervisory Board set
MrTricoire’s variable bonus for 2010 at 141.93% of his base salary,
or 709,650EUR.
Overview of Management Board compensation
Summary of remunerations, stock options and shares granted to each corporate officer
Jean-Pascal TRICOIRE 2010 2009
Remuneration for the fi nancial year 2,323,946 1,917,312
Valuation of options granted during the fi nancial year 958,000 491,400
Value of performance shares granted during the fi nancial year 867,500 504,000
TOTAL 4,149,446 2,912,712
Emmanuel BABEAU 2010 2009
Remuneration for the fi nancial year 1,215,167 657,264
Valuation of options granted during the fi nancial year 287,400 81,300
Value of performance shares granted during the fi nancial year 260,250 56,400
TOTAL 1,762,667 794,964
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC124