APC 2010 Annual Report Download - page 265

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
MANAGEMENT BOARD’S REPORT TOTHE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
or is not reappointed following a material change in Schneider
Electric’s shareholder structure or a reorientation of the strategy
pursued and promoted by him until that time. The amount due
will be subject to performance criteria;
–retains, subject to performance criteria, all unvested stock
options, stock grants and performance stock grants should he
leave the Company;
•the decision to allow Emmanuel Babeau to join the top-hat
pension plan for French senior executives provided for in his
service contract with Schneider Electric Industries SAS. The plan
is presented on page127.
Appointment of members to the Supervisory
Board
- fifth to eighth resolutions -
The Supervisory Board, following a proposal to that effect by the
Remunerations, Appointments and Human Resources Committee,
has decided to aim to achieve younger and more international
membership. Following the Committee’s recommendation, the
Board has appointed Dominique Sénéquier as a non-voting member
pending her nomination to the Supervisory Board at the Shareholders’
Meeting. The Board has also co-opted Anand Mahindra to replace
MrJames Ross who has resigned his appointment for personal
reasons. Ii has equally decided to propose that the Shareholders’
Meeting appoint Betsy Atkins and Jeong H. Kim as Supervisory
Board members.
Betsy Atkins, 56,
A graduate of the University of Massachusetts Phi Beta Kappa
&Trinity College Oxford, Betsy Atkins began her career co-
founding several successful high tech and consumer companies
including Ascend Communications. In addition, she served as
CEO and Chairman of NCI from 1991 to 1993 and as CEO of Key
Supercomputer from 1987 to 1989.
Betsy Atkins is on the Board of Directors of Chicos FAS Inc
(since January 2004), Polycom Inc. (since April 1999), and
SunPowerCorp (since October 2005). She is Chairwoman of the
Board of Directors of Vantrix (Canada) (since January 2011). She is
also a member of the Advisory Committee of SAP (since June 2009).
Jeong H. Kim, 49,
Jeong H. Kim holds a doctorate in reliability engineering from the
University of Maryland and holds degrees from Johns Hopkins
University in Technical Management, electrical engineering, and
computer sciences.
A businessman, professor, and member of the National Academy
of Engineering, Jeong H. Kim joined Lucent Technologies in 1998
when Lucent purchased Yurie Systems, the company he founded in
1992. He supervised the Lucent optic network group. He then went
to work at the University of Maryland, where he taught in both the
Electrical Engineering and Computer Sciences Department and the
Mechanical Engineering Department. Before that, Jeong H. Kim held
technical and managerial positions in computers, satellite systems,
and data communications, and he spent seven years as an offi cer
aboard a US Navy nuclear submarine.
In 2005, Jeong H. Kim was appointed the eleventh Chairman of Bell
Laboratories (Alcatel-Lucent).
Jeong H. Kim is a professor at the University of Maryland, Chief
Executive offi cer of Jurie Holding LLC, a Director of CINTT and GIV
Global Private Equity, a Member of the Advisory Board of Royal Oak
Capital, and a Member of the Listing and Review Council of NASDAQ.
Biographies for Dominique Sénéquier and Anand Mahindra are
provided on pages110&112.
Betsy Atkins, Dominique Sénéquier, Jeong Kim and Anand Mahindra
are independent members as defined by the AFEP/MEDEF
guidelines.
These appointments, over and above the benefi t of each candidate’s
individual capabilities and experience, will contribute to younger
and more international membership of the Board. The proportion
of women members will rise above 20%, that of members of
non-French origin or nationality above 40%, and the proportion of
independent members will reach 85%.
The Management Board therefore recommends that you:
•ratify the cooptation of Anand Mahindra and elect him for the
remaining year of offi ce of his predecessor, expiring at the close
of the Shareholders’ Meeting to be called in 2012 to approve the
2011 fi nancial statements;
•elect Betsy Atkins, Dominique Sénéquier and Jeong Kim for a
four-year term, expiring at the close of the Shareholders’ Meeting
to be called in 2015 to approve the 2014 fi nancial statements.
Determination of the amount of the total
attendance fees awarded to members
oftheSupervisory Board
- ninthresolution-
We ask you to increase the total amount of annual attendance fees
to EUR1,000,000. We remind you that this amount represents a
maximum, and that the current maximum of EUR800,000 has not
been fully used. Payment of part of the attendance fees is governed
by the number of Supervisory Board meetings and by attendance
at the meetings. The overall increase is required to refl ect both
the increase in the number of members of the Board and its more
international composition, given that Board members not resident in
France receive additional fees of EUR15,000 (in 2010).
Share buybacks
- tenth resolution-
We ask you to renew the authorisation given to the Company by
shareholders at the Annual Meeting of April22, 2010 to buy back
its shares by any appropriate method, including through the use of
derivatives, in accordance with the provisions of article L.225-209
of the French Commercial Code.
The shares could be bought back to reduce the issued capital,
or in connection with stock option plans, or plans to grant shares
without consideration, or to permit the conversion of convertible debt
securities, or to fi nance an acquisition, or for the purpose of market
making under a liquidity agreement.
Shares bought back under this authorisation may be canceled
in accordance with the twenty-fourth resolution tabled at today’s
meeting.
Further information on your Company’s share buyback programs is
provided on page250.
You are asked to authorise the Company to buy back shares
representing at most 10% of the issued capital as of the date of this
Meeting (representing 27,195,909shares on the basis of the number
of shares outstanding at the last offi cial count on December31, 2010)
The maximum purchase price is set at EUR150. This authorisation
will not be available for use during takeover bids.
Note: companies in bold type are those whose securities are listed on a regulated market.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 263
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