APC 2010 Annual Report Download - page 272

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8AUDITORS’ SPECIAL REPORTS
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3. Auditors’ special reports
Auditors’ special report on regulated agreements
Shareholders Meeting to approve the financial
statements for the year ended December 31,
2010
To the Shareholders,
In our capacity as Statutory Auditors of Schneider Electric SA, we
present below our report on regulated agreements.
Our responsibility is to report to you, based on the information
provided, on the main terms and conditions of agreements that
have been disclosed to us or that we would have discovered at
the time of our work, without commenting on their relevance or
substance or researching the existence of other agreements. Under
the provisions of article R.225-58 of the French Commercial Code,
it is the responsibility of shareholders to determine whether the
agreements are appropriate and should be approved.
Furthermore, it is our responsibility, as appropriate, to inform you of
the information set forth in the provisions of article R. 225-58 of the
French Commercial Code pertaining to the signing during the past
year of agreements already approved by the shareholders at the
Shareholders Meeting.
We carried out our work in accordance with French professional
standards. Those standards require that we perform procedures
to verify that the information given to us agrees with the underlying
documents.
Agreements submitted to the shareholders for
approval at the shareholders meeting
We report to you that we were not notifi ed of any agreements
authorised during the past year to be submitted to the shareholders
for approval at the Shareholders meeting pursuant to the provisions
of Article L.225-86 of the French Commercial Code.
Agreements already submitted to the shareholders
for approval at the shareholders meeting
We were informed of the status of the following agreements already
approved by the shareholders at the Shareholders Meeting in prior
years that were or were not entered into during the past year:
•Measures defi ning Jean-Pascal Tricoire’s new status (authorised
by the Supervisory Board on February 18, 2009 and approved by
the shareholders at the Shareholders’ Meeting of April 23, 2009)
Because of his resignation under his service contract with Schneider
Electric Industries on May 3, 2009, Mr. Jean-Pascal Tricoire benefi ts
from a new status. Under such agreement Mr. Jean-Pascal Tricoire:
1°) Will continue to benefi t from:
•the Schneider Electric SA and Schneider Electric Industries SAS
employee benefi t plan, which offers health, disability and death
coverage,
•the supplementary health, disability and death coverage available
to the Group’s senior executives,
•the top-hat pension plan for Schneider Electric senior executives
described in the Supervisory Board Chairman’s report in
accordance with article L.225-68 of the French Commercial
Code.
2°) the compensation due in the event of termination will be capped
at 24 months of Mr. Tricoire’s target compensation (fi xed salary
and target bonus) taking into account compensation provided
for in the non-compete agreement described below. The
amount due will be subject to performance criteria.
Compensation will be due in the event that:
•Mr. Tricoire resigns, is terminated or is not reappointed as a
member or Chairman of the Management Board in the 12 months
following a material change in Schneider Electric’s shareholder
structure that could change the membership of the Supervisory
Board;
•Mr. Tricoire resigns, is terminated or is not reappointed as a
member or Chairman of the Management Board following a
reorientation of the strategy pursued and promoted by him
until that time, whether or not in connection with a change in
Schneider Electric’s shareholder structure as described above;
•Mr. Tricoire is asked to resign, is terminated or is not reappointed
as a member or Chairman of the Management Board when the
mathematical average of the rate of achievement of performance
objectives used to calculate his variable bonus was 50% or
higher in the four full fi nancial years preceding his departure (or, if
he has been a member and Chairman of the Management Board
for less than four years, in the number of full fi nancial years since
his appointment).
Payment of compensation will depend on the mathematical average
of the rate of achievement of performance objectives used to
determine the variable portion of Mr. Tricoire’s compensation for the
three full years preceding the date of the Board Meeting at which
the decision is made.
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements issued in French and it is provided
solely for the convenience of English speaking users.
The Statutory Auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.
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