APC 2010 Annual Report Download - page 140

CORPORATE GOVERNANCE
3APPLICATION OF THE AFEP-MEDEF CORPORATEGOVERNANCE GUIDELINES
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11. Application of the AFEP-MEDEF
corporategovernance guidelines**
Schneider Electric applies the AFEP-MEDEF corporate governance guidelines with the following exceptions:
Recommendation Schneider Electric practice
Deadline for Audit Committee review of the fi nancial
statements
The Audit Committee should review the fi nancial statements at
least two days before they are reviewed by the Board.
At Schneider Electric, the Audit Committee which reviews the Financial
Statements meets after the Management Board meeting that approves
the Financial Statements and the day before the Board Director’s
meeting.
However, the Committee members receive a meeting fi le with the draft
Financial Statements four to fi ve days before the meeting.
Compensation and benefi ts paid to corporate offi cers
Fixed salary should be revised only after a relatively long period,
such as three years.
The Management Board members’ fi xed salary is revised each
year. When Jean-Pascal Tricoire became President and CEO, his
compensation was not (and still is not) aligned with that of CEOs
of comparable companies. The Board decided to reduce the gap
gradually through annual salary revisions after reviewing MrTricoire’s
performance.
Top-hat pension plan
The increase in potential rights should correspond to a limited
percentage of the benefi ciary’s compensation.
Under the Top-hat Pension Plan for the Group’s Senior Manangement
and machine manufacturers (see page 122), most rights are acquired
at the outset. However, the plan complies with the recommendation’s
intention, given that:
• the rights are capped at 25% of average compensation;
• the current members still have many years of service to perform
before they can benefi t from the plan.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC138