APC 2010 Annual Report Download - page 274

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8AUDITORS’ SPECIAL REPORTS
Statutory Auditors’ special report on the attribution of stock options to corporate
officers and employees from the company and its subsidiaries as defined
byarticle L.225-180 of the French Commercial Code.
Extraordinary Shareholders’ Meeting
ofApril21, 2011(2oth resolution)
To the Shareholders,
In our capacity as Statutory Auditors of Schneider Electric SA
and pursuant to articles L.225-177 and R.225-144 of the French
Commercial Code, we have established this report on the attribution
of stock options to corporate offi cers and employees from the
company an its subsidiaries and affi liates as defi ned by article L.225-
180 of the French Commercial Code.
It is the Management Board’s responsibility to establish a report on
the reasons for the attribution of stock options, and on the methods
used to set the purchase or subscription price of said options. Our
role is to state our opinion on the methods proposed to set the
subscription or purchase price.
We performed the procedures we deemed necessary to conduct
this mission in accordance with the professional guidelines of the
French Institute of Statutory Auditors (CNCC). These procedures
consisted mainly in verifying: that the methods proposed to set
the subscription and purchase price feature in the Management
Board’s report; that said methods comply with the provisions of the
applicable texts, and inform the shareholders; and that they are not
manifestly inappropriate.
We have nothing to report on the methods proposed.
Neuilly-sur-Seine and Courbevoie, March 18, 2011
The Statutory Auditors
French original signed by
Ernst & Young et Autres
Yvon SALAÜN
MAZARS
David CHAUDAT
Statutory Auditors’ special report on the granting of free existing shares
orshares to be issued to company officers and to employees of the company
andofcompanies related to it
Extraordinary Shareholders’ Meeting
ofApril21, 2011(21st resolution)
To the Shareholders,
In our capacity as Statutory Auditors of your company and in
compliance with the remit specified by Article L. 225-197-1 of
the French Commercial Code, we have prepared this report on
the project to grant free existing shares or shares to be issued
to company offi cers and to employees of the company and of
companies that are related to it, according to the meaning of Article
L. 225-197-2 of the Commercial Code.
Your Board of Directors is asking you to authorise it to grant free
existing shares or shares to be issued for a period of 38 months,
with a power of delegation. It is the role of the Board of Directors to
prepare a report on the transaction that it wishes to perform. It is our
role, where applicable, to comment on the information that is being
communicated to you regarding the proposed transaction.
We have performed the checks that we deemed necessary in
accordance with the professional standards of the French National
Institute of Statutory Auditors in relation to this remit. These checks
consisted primarily in verifying that the proposed terms and
conditions set out in the Board’s report comply with the provisions
provided for by law.
We have no comments to make on the information provided in the
Board’s report on the proposed transaction to grant free shares.
Neuilly-sur-Seine and Courbevoie, March 18, 2011
The statutory Auditors
French original signed by
Ernst & Young et Autres
Yvon SALAÜN
MAZARS
David CHAUDAT
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC272