APC 2010 Annual Report Download - page 130

CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
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 14 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:
Information Systems, Marketing, Strategy & Innovation, Global
Human Resources and Industrial Operations;
•the Executive Vice-Presidents of the businesses: Power Global &
EMEAS*, Power North America & Buildings, Power Asia Pacifi c,
Industry, Energy, IT and Custom Sensors & Technologies.
Senior Management compensation in 2010
In 2010, total gross compensation, including benefi ts in kind, paid
to the members of Senior Management other than the Management
Board members amounted to EUR9,001,230, including
EUR3,888,210 in variable bonuses for 2009.
•organic growth, with no bonus being paid if the Group’s 2009
revenue represented 85% or less of 2008 revenue;
•operating margin, with no bonus being paid if the 2009 margin
rate represented 95% or less of the 2008 margin;
•cash fl ow, with no bonus being paid if 2009 cash fl ow represented
98% or less of 2008 cash fl ow;
•customer satisfaction, with no bonus being paid if the increase
in the customer satisfaction rate was 1% or less between 2008
and 2009;
•customer dissatisfaction, with no bonus being paid if the
reduction in the dissatisfaction rate was 0.5% or less.
Stock options and stock grants
On December21, 2009, members of Senior Management other than
Management Board members were allocated (for 2010) a total of:
•57,000 stock options under plan33, with an exercise price of
EUR75.84, expiring in 2019;
•86,500 SARs under plan33 for US citizens;
•9,875 stock grants under plan8 for residents of France;
•26,000 stock grants under plan9 for non-residents of France;
All of the options and stock grants are subject partially (50%) to
performance criteria.
On December17, 2010, members of Senior Management other than
Management Board members were allocated (for 2011) a total of:
•14,500 stock grants under plan 10 for residents of France;
•44,000 stock grants under plan 11 for non-residents of France;
•95,000 SARs for US citizens.
All of the options and stock grants are subject partially (50%) to
performance criteria.
As of December31, 2009, members of Senior Management other
than Management Board members thus held:
•352,003 stock options including 124,400 subject to the
attainment of Group performance criteria;
•381,050 SARs including 277,500 subject to performance criteria;
•112,208 stock grants, including 107,217 subject to performance
criteria.
During 2010 the members of Senior Management other than
Management Board members exercised a total of 215,161 stock
options granted under plans 21, 23, 24, 26, 27 and 28 at a weighted
average price of EUR58.69.
* EMEAS = Europe, Middle East, Africa and South America.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC128