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Registration Document
Schneider Electric SA
Registration Document 2011
Financial and Sustainable Development Annual Report
In Bangladesh, in the village of Saharial, 40 kilometers away
from the capital city Dhaka, Schneider Electric is partnering
with Grameen Shakti to provide families with reliable,
affordable, and clean energy. It is part of our worldwide
effort to help people make the most of their energy.

Table of contents

  • Page 1
    ... Development Annual Report Registration Document Schneider Electric SA In Bangladesh, in the village of Saharial, 40 kilometers away from the capital city Dhaka, Schneider Electric is partnering with Grameen Shakti to provide families with reliable, affordable, and clean energy. It is part...

  • Page 2
    ... the Group, and its strategy, markets and businesses 1. 2. 3. 4. 5. Global specialist in energy management Leader in an industry of the future R&D Strategy Organisational simplicity and efficiency Risk factors 15 16 21 26 31 34 6 Company financial statements 1. 2. 3. 4. Balance sheet Statement of...

  • Page 3
    ...and Sustainable Developement Annual Report Registration Document 2011 All of Schneider Electric's regulated information is available on the corporate website at www.schneider-electric.com, Finance section. The Business and Sustainable Development Report is available at www.schneider-electric.com...

  • Page 4
    ... infrastructure business is already a world leader in its field, delivering high synergies and very promising operating results in its first year of integration in Schneider Electric. We also kept progressing on the development of solutions to save energy and carbon, and to reinforce our Corporate...

  • Page 5
    ... the new frontiers of energy management technologies; seize new business opportunities offered by energy efficiency, smart grid and smart cities; and offer the most advanced technologies of efficiency for the sustainability of our planet development. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 6
    ...pollutes the least is the energy we save. Schneider Electric helps its customers use less energy. We have the good fortune and foresight to be very well positioned in energy efficiency markets all around the world. Our products, equipment and solutions are on the leading-edge of technology and our...

  • Page 7
    ...Emmanuel Babeau EXECUTIVE VICE PRESIDENT FINANCE, MEMBER OF THE MANAGEMENT BOARD Schneider Electric reached a new record in sales in 2011. How was this performance achieved? Indeed, we generated record high sales of EUR22.4 billion in 2011, in comparison with less than EUR14 billion five years ago...

  • Page 8
    ... Rondolat Executive Vice-President, Power Asia Pacific * Member of the Management Board. ** President and CEO, Custom Sensors & Technologies Inc. *** Europe, Middle East, Africa and South America. 14 Laurent Vernerey Executive Vice-President, IT 6 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 9
    ... Principal auditors Ernst & Young et Autres Mazars Alternate auditors Société Auditex Mr Thierry Blanchetier * Independent member of the Supervisory Board as defined in the AFEP/MEDEF Corporate Governance Guidelines for listed companies. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 7

  • Page 10
    ... 2011, or 14.4% of Group sales, up 7%. Performance was driven by strong topline growth, price increase step-up in the second half of the year and significant operational efficiency, despite record high raw material cost inï¬,ation. Industrial productivity remains strong primarily due to purchasing...

  • Page 11
    ... disaster in Japan. Full year free cash ï¬,ow ended up at EUR1,506 million. Free cash ï¬,ow included capital expenditures of EUR746 million, returning to a more normal level after two consecutive years of subdued investment. 07 08 09 10 11 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 9

  • Page 12
    ...payment on May 16, 2012. Ownership structure on December 31, 2011 3.7% CDC Group 4.6% Employees 9.4% Capital Research & Management Compagny (1) 1.7% Treasury shares 80.6% Public (1) To the best knowledge of the Company. Share price against CAC 40 index over five years Schneider Electric share...

  • Page 13
    ... access and hence provide an opportunity to expand its presence in new economies, particularly in Latin America. Critical Power & Cooling On January 7, 2011, Schneider Electric announced the signature of an agreement to acquire a majority of the shares in APW President Systems Ltd. which designs...

  • Page 14
    ... in the fund's portfolio will also have access to the global network of each of the three partners. Innovation, partnerships and major contracts On March 15, 2011, Schneider Electric and the City of Rueil-Malmaison signed the first agreement to trial an energy efficiency programme in France. The...

  • Page 15
    ...Operations and Supply Chain. Annette Clayton is American, and has an impressive career in supply chain, which she developed initially in General Motors. Employees On March 31, 2011, Schneider Electric announced the launch of a capital increase reserved for employees under the Group employee savings...

  • Page 16
    2011 IN BRIEF 14 DOCUMENT DE RÉFÉRENCE 2011 SCHNEIDER ELECTRIC

  • Page 17
    1 Description of the Group, and its strategy, markets and businesses 1. Global specialist in energy management 2. Leader in an industry of the future 3. R&D Strategy 4. Organisational simplicity and efficiency 5. Risk factors 16 21 26 31 34 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 15

  • Page 18
    ... OF THE GROUP, AND ITS STRATEGY, MARKETS AND BUSINESSES GLOBAL SPECIALIST IN ENERGY MANAGEMENT > 1. Global specialist in energy management Schneider Electric offers integrated products, systems, services, software and solutions in order to make energy safe, reliable, efficient, productive and...

  • Page 19
    ... leader in the North American electrical equipment sector. 1997: sale of building and public works company Spie Batignolles. The Group's refocusing on the electricity sector is now complete. 1999: the name Schneider Electric represents the Group's new direction and provides a clear indication of its...

  • Page 20
    ... of the share capital of APW President Systems Limited, a company specialising in the design and manufacture of standard or custom-built electric bays and cabinets for use by telecom and information technology end customers in India. March 2011: signing of a contract to acquire the assets of the...

  • Page 21
    .... The initiative will continue to support the long term - Planet & Society Barometer: maintain best-in-class standard in environmental sustainability and social responsibility. Management compensation is partly tied to barometer performance. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 19

  • Page 22
    ..., MARKETS AND BUSINESSES GLOBAL SPECIALIST IN ENERGY MANAGEMENT Connect: Key financial benefits for 2012-2014 With Connect, Schneider Electric expects Group performance to reach a new level of excellence by 2014. By 2014 Services growth Solutions profitability Industrial productivity Support...

  • Page 23
    ... met in terms of comfort, security and environmental friendliness, as do the needs of owners and building managers seeking to reduce investment costs and optimise maintenance and operating costs. Schneider Electric's customers in this sector include users, property developers, design firms, systems...

  • Page 24
    ... public departments, and represent a high-potential market thanks to the growing digitalisation of professional and personal activities. systems); • secure energy: • access control and security systems; • electric vehicles charging infrastructures. 22 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 25
    ... to energy management systems that allow in particular to optimise charging time, as well as supporting information and payment services. • Power, which covers all low voltage equipment (electrical panels, circuit breakers...) as well as installation and control systems (LifeSpace), renewable...

  • Page 26
    ... services A growing number of industries - notably those involved in information technology and finance - require a reliable energy supply and impeccable quality at all times. A combination of the products of American Power Conversion (APC) and of MGE UPS Systems has allowed Schneider Electric...

  • Page 27
    ... They use Schneider Electric products, systems and services in power generation (electricity for renewable energy production, power plant equipment, automation and control), transmission (quality control and metering), distribution (medium and low voltage networks) and management (pre-payment meters...

  • Page 28
    ... optimisation and environmental reporting needs of companies (shop ï¬,oor to top ï¬,oor). StruxureWare combines Schneider Electric's traditional control solutions with complementary solutions coming from recent acquisitions for energy optimisation and resources and new developments management. The...

  • Page 29
    ... four-year project will test and rollout innovative solutions for the whole electrical system: decentralised electricity production, communicating meters, distribution network management, new demand reduction programmes, in-home energy management solutions, etc. 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 30
    ...(European Building Automation Controls Association), with presidency held by Schneider Electric, in 2009 launched a programme to promote standard EN 15232 consisting of the implementation of periodic inspections on the systems site to check certification as well as to monitor performance over time...

  • Page 31
    ... with academic and industrial partners in France and the rest of Europe, notably in the areas of energy efficiency and environmental protection. These partnerships are also made by bilateral agreements or support for chairs, notably the Chair in Modelling for Sustainable Development with ParisTech...

  • Page 32
    .... Environmental issues play a key role in much of the members' resulting work: examples include projects to design new materials or systems to reduce electrical consumption, projects to replace toxic components and a project to develop hypersensitive gas sensors. In this context, Schneider Electric...

  • Page 33
    ... in terms of its product lines and end-customer segments. This dual responsibility for each business responds to the need to be able to excel simultaneously in two areas: selling products, which requires clear technological leadership, and selling solutions, • Industry, which includes Automation...

  • Page 34
    ...a common Customer Relation Management (CRM) tool for all the businesses, for use from the end of 2011 by 17,000 front office equipment users, represented an important improvement for better sharing of sales opportunities between the various business lines. • Mutualisation: a country President is...

  • Page 35
    ...and environmental protection, the Group's manufacturing policy aims to fulfil four key objectives (listed in order of importance): 1. deliver a level of quality and service that meets or exceeds customer expectations; 2. achieve competitive product costs and keep increasing productivity; 3. develop...

  • Page 36
    ... Group's business, results of operations or financial position. Schneider Electric has implemented procedures designed to protect it as far as possible from these risks, which are generally beyond its control, and to manage them as effectively as possible. 34 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 37
    ... reports to a Steering Committee that initially meets at monthly intervals and then on a quarterly basis. The unit that presents the external growth project is accountable to the Group's senior management for meeting clearly defined business plan targets covering the performance of the new business...

  • Page 38
    ... human resources strategy is designed to create a motivating working environment. Specific policies have been developed covering international mobility, career development, training, compensation and managing talent. The Group's expatriates help prepare the future of its business, build local teams...

  • Page 39
    ..., payables and operating cash ï¬,ows, which are generally hedged by means of forward purchases and sales. Depending on market conditions, risks in the main currencies may be hedged based on cash ï¬,ow forecasting using contracts that expire in 12 months or less. The Group's currency hedging policy...

  • Page 40
    ... non-ferrous and precious metals purchases. Decisions to hedge such purchases depend on Group forecasts of changes in market prices. At December 31, 2011, the Group had hedged positions with a nominal value of EUR171 million on these transactions. 38 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 41
    ... to protect or enforce its intellectual property rights, its competitive position could suffer, which could have an adverse effect on its business. To mitigate this risk, the patents developed or purchased by the Group are tracked by the Industrial Property team within the Finance & Control - Legal...

  • Page 42
    ... Schneider Electric's strategy for managing insurable risks is designed to defend the interests of employees and customers and to protect the Company's assets, the environment, employees, customers and its shareholders' investment. This strategy entails: Property damage and business interruption...

  • Page 43
    ... reinsurance company each year. The cost of self-insured claims is not material at the Group level. Cost of insurance programs The cost of the Group's main insurance plans, excluding captive reinsurance, totalled around EUR21 million in 2011. 1 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 41

  • Page 44
    1 DESCRIPTION OF THE GROUP, AND ITS STRATEGY, MARKETS AND BUSINESSES RISK FACTORS 42 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 45
    ... performance 3. Schneider Electric's Commitment to Environmental Performance 4. Committed to and on behalf of employees 5. Schneider Electric, a responsible corporate citizen 6. Methodology and audit of indicators 7. Indicators 44 52 60 70 81 90 98 DOCUMENT DE RÉFÉRENCE 2011 SCHNEIDER ELECTRIC...

  • Page 46
    ...governance; sites and products which respect the environment; fostering employee well-being; a policy that supports and develops the communities where Schneider Electric operates. (1) Source: International Energy Agency - World energy poverty 2010. 44 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 47
    ... DEVELOPMENT AT THE HEART OF OUR STRATEGY Open dialogue with stakeholders Stakeholder Customers Dialogue Department Quality, Customer Satisfaction, Eco-design, Energy Efficiency & Solutions • Quarterly customer satisfaction surveys • Online publication of environmental information on products...

  • Page 48
    ... to Schneider Electric solutions energy 7. 60% of our purchases from suppliers who support the Global Compact Suppliers 8. 4 major ethical stock indexes select Schneider Electric Ratings 8 3 1,291,768 891,058 50.4% 3 42% 2 People Safety Engagement Training Access to energy Local development 9. 10...

  • Page 49
    ..., Schneider Electric publishes an annual progress report. This publication reports on the Group's action plans and monitoring indicators for the 10 principles of the Global Compact. Last year, Schneider Electric worked on meeting the Advanced level criteria of the Global Compact. The reference table...

  • Page 50
    ... and incorporate Group customers' concerns for environmental protection, while providing product and service solutions. It applies to the Group and is accompanied by global action plans. Reference documents are distributed throughout the Group so that all team members can embrace Schneider Electric...

  • Page 51
    ... RoHS and REACH programs, purchasing, supply chain, ethics, access to energy program, communication and relations with stakeholders. SERE organisation - Safety, Environment & Real Estate (see page 61). The Ethics Committees (See page 58). REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 49

  • Page 52
    ... end of 2011 in Durban, South Africa, Schneider Electric took part in many conferences, notably on access to energy, energy efficiency of buildings and on Smart Cities, in collaboration with the United Nations' Environmental Program and the WBCSD. 50 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 53
    ... leadership in energy efficiency and the development of the smart grid to effectively fight global warming. Dow Jones Sustainability (DJSI) indices Schneider Electric is part of the 2011 DJSI World and DJSI Europe Evaluation for this family of indices is provided by Sustainable Asset Management...

  • Page 54
    ...and solutions are sold worldwide, either directly to end customers or through networks of partners, therefore without any control over their final destination and endof-life processing. To limit the impact of its end-of-life products, Schneider Electric has established a system to recover equipment...

  • Page 55
    ... their environmental impact by constantly improving reliability, safety and performance of sites and equipment. Schneider Electric presents an innovative and competitive portfolio of products, systems, services and software in order to assist customers further in optimising their energy management...

  • Page 56
    ..., controlling and adjusting to make sustainable savings on energy. To do this, the Group offers a range of products, systems, services and software: Renewable Energy Context Renewable energy is one of the key principles of Schneider Electric's development, societal responsibility and environmental...

  • Page 57
    ... are increasingly energy efficient in terms of energy use; in terms of production, grid operators (transmission and distribution) are developing automation and control systems; and between the two, new mechanisms are being implemented: load shedding, optimal management of renewable energy sources...

  • Page 58
    ...: health and safety, human rights, ethics and the environment. Since 2004, the Group has been supporting its suppliers so that they can publically commit and directly adhere to the Global Compact. This initiative is part of the foundation of Schneider Electric's approach. A key performance indicator...

  • Page 59
    ...common references. Schneider Electric's mission therefore takes its meaning from engaging with individuals and organisations in order to help them get the most from their energy. Adapted processes The Responsibility & Ethics Dynamics program provides each employee with a method for asking the right...

  • Page 60
    ... with the Group's strategic plans. It provides Executive Committee members with information on trends that, for example, implement the company change program. One a year Twice a year Upon Request • on the one hand, regarding the means of communication judged the most effective; • and on...

  • Page 61
    ...prevent illegal actions, strengthen management's major role and promote use of the professional alert system; 3. ensure that all policies comply with Our Principles of Responsibility; 4. inform employees of standards and procedures; 5. implement monitoring, audit, and reporting systems; 6. establish...

  • Page 62
    ...) within two years after their creation or acquisition, and to the large tertiary sites (more than 300 people); Context and aims Schneider Electric does not produce or distribute energy. It conceives and builds electrical products and proposes integral solutions for a number of market segments. The...

  • Page 63
    ... DEVELOPMENT SCHNEIDER ELECTRIC'S COMMITMENT TO ENVIRONMENTAL PERFORMANCE Organisation At the corporate level, the Sustainable Development Department establishes the Group's environmental strategy and leads the corporate environmental actors, jointly with the Global Supply Chain Management...

  • Page 64
    ... performance has been presented monthly to the Management Committee of the Global Supply Chain Management by the Group's Environmental Director and the three SERE Directors (SERE - Safety, Environment, Real Estate); Energy Savings In general, Schneider Electric sites are low consumers of energy...

  • Page 65
    ... costs; • compare site performance to identify inefficiency; • help fulfil the Group's environmental objectives. At the end of 2010, close to 60 of the most energy intensive factories in North America and Europe deployed EEM to accurately measure their energy consumption. Schneider Electric...

  • Page 66
    ... also aims to use IT technologies to reduce business travel using telepresence/HD videoconferencing systems. The main objectives are: • optimise the number of data centres and their energy efficiency using Schneider Electric products and solutions; • train all IT employees on best efficiency...

  • Page 67
    ...developments in regulations all over the world and Schneider Electric is able to offer products which comply with the RoHS directives on all its markets (China, South Korea, Japan, etc.). The REACH program, started in 2008, aims to: • reduce end of working-life installation costs for the customer...

  • Page 68
    .... Schneider Electric has developed a design rules guide in order to optimise end-of-life costs and the potential recycling rate of its products. These practices led to the publication of a product recycling rate and to recommendations to ensure end-of-life treatment that is environmentally friendly...

  • Page 69
    ... SCHNEIDER ELECTRIC'S COMMITMENT TO ENVIRONMENTAL PERFORMANCE The Green Plastic program is carried out in collaboration with the activities, the teams in charge of material purchasing and design and is included in the Group actions for sustainable development. The program follows a unique strategy...

  • Page 70
    ... at the end of 2011 on a comparable basis. Raw material consumption Schneider Electric focuses on making its devices more compact to conserve natural resources so that customers have more environmentally friendly products to choose from. The Group has developed design tools for managing thermal and...

  • Page 71
    ...ENVIRONMENTAL PERFORMANCE Noise and odours All Schneider Electric sites comply with noise and odour limits. based on an analysis of non-standard situations and their potential impact. This analysis draws in part on hazard reviews for classified installations. In France, for example, certain sites...

  • Page 72
    ...fits, human capital development, training and performance management. Regional teams are leveraged to effectively shadow the Group's globalised operations; • HR Business Partner assists managers on a day-to-day basis in setting out their business strategies and in assessing the human resource...

  • Page 73
    ...: North America, Asia-Pacific and EMEAS. In 2010, the Group focused on building the new organisation. In 2011, the scope has increased to include global standardisation of best practices. Approach Schneider Electric values the health and safety of all employees. The company-wide policy on health...

  • Page 74
    ... regional Trophy Awards. Focus on stress management Stress at work is managed by the Human Resources organisation within the Group. Effective measures are in place locally to address stress reduction in the workplace. In North America for example, 72 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 75
    ...ed by business units and HR leaders to better reï¬,ect the Group's geographical locations and the new skills that it needs to develop in the area of energy management. Partnerships with prestigious laboratories such as MIT were signed. Go Green in the City Launched in 2011 by Schneider Electric, Go...

  • Page 76
    ... the business leaders to develop the Energy & Solution University, in order to accelerate the development of strategic skills in solutions and services. Certifying career paths are offered to employees (account managers, sales representatives, solutions architects, projects and services teams, etc...

  • Page 77
    ... to capture the market of tomorrow. With that in mind, the Strategic Workforce Planning team has a responsibility to build skills and confidence in this methodology with strategic planners, business leaders, financial controllers and HR staff. REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 75

  • Page 78
    ... review process was extended to all Schneider Electric entities, including latest acquisitions, enabling the company to use a single process and ensuring, by this way, that all employees have the same means to manage their development and career; 76 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 79
    ..., Schneider Electric transforms the diversity of its employees into a means to understand its customers and the world in which we live. In 2011: • working session trainings on diversity for members of the Executive Committee and their management teams; • On-line training program dedicated...

  • Page 80
    ... purpose fund providing the opportunity for employees in France to share in the ideas and actions of Schneider Electric outlined in its access to energy program called BipBop (see pages 81-85). Investment in this fund totalled in excess of EUR 3.3 million as of December 31, 2011, thus enabling 2,137...

  • Page 81
    ... has been taken into consideration by our social reporting system: each year, local HR report the presence of trade unions, works councils and health & safety committees (see page103). In 2011, 85% of Schneider Electric entities have at least one representative organization (figure based on more...

  • Page 82
    ...every two years the contracts are reviewed. In 2011, Schneider Electric negotiated salary agreements in all the manufacturing and distribution facilities as well as benefits in five manufacturing plants. across India. Only 3 factories have Registered Trade Union, namely Infrastructure Business at...

  • Page 83
    ..." program, Schneider Electric wants to play a major role in helping people at the base of the Pyramid to gain access to electricity. • Business (Investment) - manage an investment fund for business development in the electricity sector; • Innovation (Economic and Offers and Models) - build and...

  • Page 84
    ... solutions Business Development Director; • an Offer Creation Director based in Bangalore (India); • a Welfare Investment Director, who manages the Schneider Electric Energy Access social welfare fund; • a Training Programs Director; • BipBop correspondents in key countries (India, Senegal...

  • Page 85
    ... Base of the Pyramid. The SEEA fund brings together different stakeholders by encouraging Schneider Electric's employees and business partners • always invest in partnerships with recognised players; • never take a majority shareholding; • always ensure sustained company support (help develop...

  • Page 86
    ... Nice International. A company that manages networks of internet cafes using solar power systems. These internet access points allow users to access training, communication and information means. The SEEA investment alongside FMO (Dutch development aid funds) and Rabobank investments will allow the...

  • Page 87
    ... to sell and maintain energy access offers and to create their own small business in time. Furthermore they are a vital and indispensable element for all responsible and sustainable rural electrification policies. Schneider Electric's strategy for the training of disadvantaged groups at the base of...

  • Page 88
    ... The Schneider Electric Foundation Board of Directors meets two times per year. It defines and encourages significant strategic directions for the Foundation. It is composed of Schneider Electric managers, employee representatives, and important people from outside of the company. Requests...

  • Page 89
    ... specialised in building security and video surveillance, is developing a program called Pelco Community Partnership Program which encourages employees to get involved and volunteer in selected associations for up to 40 hours per employee per year; REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 87

  • Page 90
    ... plans For more than 15 years, Schneider Electric has supported employee projects in France to create businesses or buy going concerns through Schneider Initiatives Emploi (SIE), a dedicated structure demonstrating the Group's commitment to its mobility, employment and regional economic development...

  • Page 91
    ...companies (Schneider Electric in Grenoble, Chambéry, Rouen, Rueil-Malmaison, Dijon and Nord-Isère). The aim: attaining positive outcome target of 60%, meaning that participants obtain a fixed-term contract of more than six months, a permanent contract or a skills-qualification training contract...

  • Page 92
    ... entities must report their environmental data. All production and supply chain sites with 50 or more employees must obtain ISO 14001 certification before the end of the third full calendar year of operation or membership in the Group. Administrative, R&D and sales sites with 300 employees or more...

  • Page 93
    ...of the Pyramid have access to energy thanks to Schneider Electric solutions Households at the base of the pyramid taken into account by this indicator are those that have incomes under USD3,000 per annum in purchasing power parity. The indicator measures the sales of prepayment meters sold by Conlog...

  • Page 94
    ... energy management professions Young adults from the base of the pyramid taken into account by this indicator are those that come from a household with an income under USD 3,000 per annum in purchasing power parity. The indicator counts students undergoing training by Schneider Electric (supplying...

  • Page 95
    ...French listed companies to give an account of the social and environmental management of their business in their annual report. The table below indicates the numbers of the pages in this report in which the various indicators are mentioned. Article 148-2 of the implementing order Social information...

  • Page 96
    ...or staff representatives regarding health and safety in the workplace Work accidents, particularly their frequency and their seriousness...as well as occupational illnesses e) Training Training policies implemented Total number of training hours f) Equality of treatment Measures taken towards gender...

  • Page 97
    ...d) Loyalty of practices Anti-corruption actions taken Measures taken towards consumer health and safety e) Other actions taken towards human rights, within the scope of this third indicator 59 21, 64-67 44 56-57 56-57 45 85-88 82-84, 88-89 81-85, 89 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 95

  • Page 98
    ...' Report Year ended December 31, 2011 Statutory auditors' report on a selection of environmental, safety, Human Resources and Planet & Society Barometer indicators To the Shareholders, Further to your request and as statutory auditors of Schneider Electric, we have performed a review allowing...

  • Page 99
    ...cation procedures implemented by the Group have been precised. At Group, sites and operational units' levels, the implementation of controls to be performed could be reinforced on all security data as well as on the "SF6 leaks" and "VOC emissions" indicators. Conclusion Based on our review, nothing...

  • Page 100
    ... tertiary sites. Schneider Electric provides readers two pieces of information so that environmental performance can be compared from one year to another : • one part publishing constant scope indicators; ISO 14001 certification of sites 2011 Number of ISO 14001 Certified Sites Industrial and...

  • Page 101
    ...408 Indicators Coal (direct consumption) Renewable Energy (direct consumption) Energy consumption per employee (MWh) CO2 emissions linked to energy consumption (in metric tonnes) (estimates)* Electricity (indirect emission) Heating (indirect emission) Fuel Oil (direct emission) Gas (direct emission...

  • Page 102
    ... of workforce by country (the most significant countries) (5) France United States of America China India Mexico Spain Germany Brazil Australia LA1 13% 12% 10% 8% 5% 4% 3% 3% 3% 17% 15% 10% 6% 6% 3% 4% 3% 3% 18% 17% 10% 5% 6% 3% 3% 2% 3% 100 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 103
    ...< 5 years 5/14 years 15/24 years 25/34 years > 34 years LA1 Breakdown of workforce by function Marketing Sales Services and projects** Support Technical Industrial Direct variable costs* (cost of employees under production or business costs) LA1 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 101

  • Page 104
    ...-Pacific Europe North America Rest of the world Resignations (6) LA2 Breakdown by seniority (2) < 1 year 1/4 years 5/14 years 15/24 years 25/34 years > 34 years 35.8% 41.5% 18.7% 2.7% 0.9% 0.4% 33.8% 45% 18.1% 2.2% 0.7% 0.2% UA UA UA UA UA UA 102 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 105
    ... (2) Unions Works Council Health and Safety Committee LA7 Number of collective agreements (2) 52.4% 56.5% 81% 316 60.6% 63.1% 85.9% 261 55.1% 63.5% 83.1% UA Health and safety of employees Health and safety of employees LA7 Number of accidents (1) of which Schneider Electric employees of which...

  • Page 106
    ...: 10.4% in 2011; 8.9% in 2010; 7.1% in 2009. UA = Unavailable/UP = Unpublished Blue collars are Schneider Electric employees whose costs impact directly on the completion of business. The VDC are variable direct costs. â-² Audited 2011 indicators. 104 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 107
    ...from employees and Schneider Electric entities to the Foundation actions 2011 Total financial contribution (in euros) From employees Of the Schneider Electric entity From partners TOTAL Financial contribution per region (in %) Africa & Caribbean America Asia Europe DONATIONS IN PRODUCTS OR SERVICES...

  • Page 108
    2 SUSTAINABLE DEVELOPMENT 106 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 109
    ... Board and Management Board 8. Management interests and compensation 9. Regulated Agreements 10. Internal control and risk management** 11. Application of the AFEP/MEDEF corporate governance guidelines** 108 116 117 119 121 123 123 124 132 133 141 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 110
    ... their term, Supervisory Board members must hold at least 250 Schneider Electric SA shares. Supervisory Board members are elected for a four-year term and are eligible for re-election. However, the Annual Shareholders' Meeting of April 21, 2011 removed the age limit of 74 years for membership...

  • Page 111
    ...of Schneider Electric SA. Nota: in bold type, those companies are listed on a regulated market. (1) Held directly or through the FCPE. * An independent member of the Supervisory Board within the meaning of the AFEP/MEDEF code of corporate governance for listed companies. 2011 REGISTRATION DOCUMENT...

  • Page 112
    ...- France 4,302 (1) Schneider Electric SA shares First appointed: 2008/Term ends: 2012 Directorships and other functions First appointed: 2011/Term ends: 2015 Directorships and other functions • Currently: Member of the Supervisory Board of Schneider Electric SA; Director of European Trading at...

  • Page 113
    ... Board of Schneider Electric SA; Director of Air Liquide; member of the Supervisory Board of European Financial Reporting Advisory Group "EFRAG" (a Belgian law association); Director of Standard & Poor's Credit Market Services France SAS; Director of Allo Finance; Chairman of the Managing Committee...

  • Page 114
    .... In March 2011 he became Executive Vice-President of Veolia Transdev. First appointed: 2005/Term ends: 2014 Directorships and other functions • Currently: Member of the Supervisory Board of Schneider Electric SA; Senior Partner at Arjil SAS; member of the Committee of France Galop; Director...

  • Page 115
    ... of Schneider Electric SA; Member of Board of Directors of Cleantech Invest AG. • Previous directorships and functions held in the past five years: Member of the Board of École Normale Supérieure de la rue d'Ulm in Paris; General Manager of Human Resources and member of the Executive Committee...

  • Page 116
    ... Schneider Electric SA shares First appointed: 2010/Term ends: 2015 Directorships and other functions First appointed: 2007/Term ends: 2012 • Currently: Member of the Supervisory Board of Schneider Electric SA; Chairman of the Management Board of AXA Investment Managers Private Equity SA France...

  • Page 117
    ...the Board of Directors of Sanofi since May 2010. * An independent member of the Supervisory Board within the meaning of the AFEP/MEDEF corporate governance code for listed companies. Nota: in bold type, those companies are listed on a regulated market. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 118
    ... obligation of confidentiality; report any and all conï¬,icts of interest; hold at least 250 shares of Company stock; abide by strict rules regarding transactions involving Schneider Electric SA stock (no trading allowed in the 31 days preceding 116 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 119
    ... other documents. Members also have the opportunity to meet informally with key Members of Senior Management prior to Supervisory Board meetings. New members of the Supervisory Board attend training and information sessions dealing with the Company's strategy and businesses. Schneider Electric has...

  • Page 120
    ... the minimum number of Schneider Electric SA shares that Members have to hold from 250 to 1,000. Strategy The Supervisory Board conducted an in-depth review of the Group's strategy at a one-and-a-half-day meeting devoted entirely to this topic, as it does each year. In particular, as part of this...

  • Page 121
    ...and meetings)** In its internal rules and procedure, the Supervisory Board has set out the role, responsibilities and competences of its two committees: the Audit Committee and the Remuneration, Appointments & Human Resources Committee. Their Members are appointed by the Supervisory Board, based on...

  • Page 122
    ... December 15, 2011 meetings. - review of the annual and interim financial statements and of the reports of the Management Board on the financial statements, Remunerations, Appointments and Human Resources Committee Members The Supervisory Board's internal rules and procedures stipulate that the...

  • Page 123
    ...the creation of stock option, bonus shares and employee stock ownership plans. It is also responsible for examining succession plan solutions for members of the Management Board and Executive Committee. It examines Human Resource policies and in particular: Meetings in 2011 In 2011, the Supervisory...

  • Page 124
    ...he was Executive Vice-President of Schneider Electric's International Division. In October 2003, he was appointed Chief Operating Officer, before becoming Chairman of the Schneider Electric SA Management Board on May 3, 2006. (1) Held directly or through the FCPE. 122 2011 REGISTRATION DOCUMENT...

  • Page 125
    ... rules and procedures are invalid against claims from third parties. The Management Board met 16 times in 2011. • approves the annual and interim financial statements and related management reports; • calls Shareholders' Meetings; 3 > 7. Declarations concerning the situation of the members...

  • Page 126
    ... stock grants are set out on pages 249, 253 (History of share plans). • 30% is determined by Group's overall performance, as measured in terms of operating margin, organic growth, cash generation ratio and customer satisfaction rates; • 70% is based on the performance of the executive's unit...

  • Page 127
    ...Audit Committee Chairman receiving double this amount. (1) The maximum amount is defined as follows: 50% if the number of years of service is less than or equal to five years, plus 1% per year from the sixth year of service for Senior Manager status. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 128
    ... a non-recurring fee of EUR10,000 awarded by the Board to Mr KIM. (6) Mr Mahindra resigned on June 27, 2011. (7) Non-voting member before being appointed as a member of the Supervisory Board at the Annual Shareholders' Meeting on April 21, 2011. 126 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 129
    ...rates; • Individual performance: complete the One programme develop the new company programme, balance between Solutions/ Products... Overview of Management Board compensation Summary of remunerations, stock options and shares granted to each corporate officer director for the financial year Jean...

  • Page 130
    ...Their type, purchase options (P) or subscriptions options (S) will be determined before the start of the financial year. Plan 33 Performance criteria 100% of options - 2010 and 2011 operating margin and share of revenue generated in new economies 128 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 131
    ... year 10,588 Name Jean-Pascal TRICOIRE Plan no. Plan date Date of availability Conditions of acquisition 1 Dec. 21, 2006 Dec. 21, 2011 50% of shares - 2007 and 2008 operating margin and revenue Benefits received by members of the Management Board Payments or benefits may be due in the event...

  • Page 132
    ... of the Management Board. Under the terms of his new status, approved by the Annual Shareholders' Meeting of April 23, 2009, Mr Jean-Pascal Tricoire: 1°) will continue to benefit from: To date, the achievement rate of Group performance objectives for the previous three financial years is, on...

  • Page 133
    ... Executive Vice-Presidents of the businesses: Power Global & EMEAS*, Power North America & Buildings, Power Asia Pacific, Industry, Energy, IT and Custom Sensors & Technologies. • Allocation of December 2011 for 2012 On December 16, 2011, members of Senior Management other than Management Board...

  • Page 134
    ... shares or 1% of Schneider Electric SA's capital. Each group also holds a call option that may be exercised in the event of hostile takeover. This agreement, which was entered into for a period of one year and renewable tacitly each year for one year was approved by the Anual Shareholders' Meeting...

  • Page 135
    ...Internal Control Departments, the Management Control and Accounting Departments, as well as the various participants in internal control. It was reviewed by the Audit Committee. Scope of this report The system is designed to cover the Group, defined as the Schneider Electric SA parent company and...

  • Page 136
    ... system by: • drafting and updating instructions designed to ensure that statutory and management accounting practices are consistent throughout the Group and compliant with applicable regulations; • organising period-end closing procedures; 134 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 137
    ..."Risk Factors". Global Functions (Human Resources, Purchasing, Manufacturing, Supply Chain, Information Systems, etc.) Schneider Electric centralises decision-making and risk management at the corporate level through specific bodies such as the Group Acquisitions Committee (see "Risk Factors"), by...

  • Page 138
    ...well as the adequacy of the information and training resources with managers and employees. Commitment limits and authorisations Commitment limits have been set for executives from Group level down to the individual units. Thus, product purchase and sale contracts may only be signed by, or with the...

  • Page 139
    ...or local employee security, security whilst on assignments, etc.). It brings its methodology to develop emergency plans (Evacuation plans, Crisis management plans, Business continuity plans, etc.) and ensures coordination of the Corporate Crisis Team (SEECC Schneider Electric Emergency Coordination...

  • Page 140
    ... CONTROL AND RISK MANAGEMENT 10.5 Control procedures This section describes specific measures taken in 2011 to improve the Group's control system. Global Functions In 2011, the Global Functions continued to set guidelines, issue instructions and provide support. During the year: Operating units...

  • Page 141
    ... systems. 10.6 Internal control procedures governing the production and processing of consolidated and individual company accounting and financial information In addition to: • its audits of the Group's results with respect to set targets (see "Internal Control Organisation and Management...

  • Page 142
    ...the key control points. Internal control procedures confirm the existence and value of assets and liabilities. To this end: • given that the Group consolidated financial statements are finalized a few weeks after the annual and half-year balance sheet date, subsidiaries perform a hard close at...

  • Page 143
    ...current members still have many years of service to perform before they can benefit from the plan. The Supervisory Board authorised the Management Board to change this plan to conform with the AFEP/MEDEF recommendations (see pages 260-261 and 265) 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 141

  • Page 144
    142 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 145
    4 Business review 1. Trends in Schneider Electric's core markets 2. Review of the consolidated financial statements 3. Review of the parent company financial statements 4. Review of subsidiaries 5. Outlook 144 146 150 150 150 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 143

  • Page 146
    ...measures. In new economies, the non-residential construction market experienced a dynamic activity generated by the powerful process of urbanisation. Schneider Electric solutions and services are designed to monitor and control system for buildings efficiency. Our solutions integrate access control...

  • Page 147
    ...In North America investment is sustained by the shale gas and tar sand development. Schneider Electric has been present in all key O&G geographies and large Oil & Gas companies, as well as major EPC companies, have been Schneider's customer for years. Schneider supplies energy management and control...

  • Page 148
    ... agreement to acquire a majority of the shares in APW President Systems Ltd. which designs and manufactures standard and customized racks and enclosure systems in India, serving in particular information technology and telecom end-users. APW President Systems Ltd. has approximately 380 employees...

  • Page 149
    ..., Schneider Electric integrates a high value-added software platform that presents a good fit with its own range in field device control and operation management software for the smart grid and efficient infrastructures. The Group also doubles its overall software development competencies and...

  • Page 150
    ... increase over 2010 (EUR1,720 million). Earnings per share Earnings per share (taking into account the division of the nominal value of the shares by two, effective on September 2, 2011) amounted to EUR3.39 in 2011 compared with EUR3.30 in 2010. Review of balance sheet and cash flow statement...

  • Page 151
    ...of the parent. This represents an increase of EUR2,530 million from the year before with the purpose of financing 2011 acquisitions. The Group ended the year with cash and cash equivalents of EUR2,771 million, of which EUR1,515 million in cash, EUR634 million in marketable securities and EUR622...

  • Page 152
    ... between 14% and 15%. For 2012, the uncertainty surrounding the global economy limits visibility. While the Group sees continued strength in new economies and opportunities from a recovering North America, Western Europe is expected to weigh on growth. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 153
    ... statement of cash flows 3. Consolidated balance sheet 4. Consolidated statement of changes in equity 5. Notes to the consolidated financial statements 6. Statutory Auditors' report on the consolidated financial statements 152 154 156 158 159 217 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 154
    ... intangibles) EBITA corresponds to operating profit before amortization and impairment of purchase accounting intangible assets and before goodwill impairment. The accompanying notes are an integral part of the consolidated financial statements. 152 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 155
    ... income for the period, net of tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD Attributable: • to owners of the parent • to non-controlling interests The accompanying notes are an integral part of the consolidated financial statements. 5 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 153

  • Page 156
    ... III - Cash ï¬,ows from financing activities: Issuance of long-term debt Repayment of long-term debt Sale/(purchase) of own shares Increase/(reduction) in other financial debt Issuance of shares Dividends paid: Schneider Electric SA * Non-controlling interests Total III 24 1,692 (500) 432 210 (856...

  • Page 157
    ... 20 2,554 * Dividends paid in 2010 totalled EUR525 million, of which EUR330 million were returned by shareholders who decided to reinvest their dividend. The accompanying notes are an integral part of the consolidated financial statements. 5 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 155

  • Page 158
    ... expenses Current financial assets Cash and cash equivalents Total current assets TOTAL ASSETS The accompanying notes are an integral part of the consolidated financial statements. 17 18 19 15.3 20 3,349 5,484 1,638 104 2,771 13,346 35,886 156 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 159
    ...liabilities TOTAL EQUITY AND LIABILITIES The accompanying notes are an integral part of the consolidated financial statements. 22 23 1,723 680 2,403 24 24 16 25 5,540 1,387 6,927 944 235 10,509 4,094 2,320 23 24 960 803 1,110 9,287 35,886 5 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 157

  • Page 160
    ... fees and French CVAE. (2) Of which EUR9 million in connection with the employee share purchase plan and a negative EUR19 million for the Areva D PPA adjustment. The accompanying notes are an integral part of the consolidated financial statements. 158 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 161
    ...unless otherwise indicated. The following notes are an integral part of the consolidated financial statements. The Schneider Electric Group's consolidated financial statements for the financial year ended December 31, 2011 were drawn up by the Management Board on February 17, 2012 and reviewed by...

  • Page 162
    ... 31, 2011 and December 31, 2010. The financial statements for the year ended December 31, 2009, presented in the Registration Document registered with Autorité des Marchés Financiers (AMF) under number D10-0125 on March 19, 2010, are incorporated by reference. 1.1 - Accounting standards The...

  • Page 163
    ...in the balance sheet at historical cost. They are subsequently measured using the cost model, in accordance with IAS 38 - Intangible Assets. Intangible assets (mainly trademarks and customer lists) acquired as part of business combinations are recognised in the balance sheet at fair value, appraised...

  • Page 164
    .... The main useful lives are as follows: Buildings: Machinery and equipment: Other: 20 to 40 years 3 to 10 years 3 to 12 years • for all property, plant and equipment subject to depreciation and intangible assets subject to amortisation, the Group carries out a review at each balance sheet date to...

  • Page 165
    ...largely independent of the cash ï¬,ows from other assets or groups of assets. The cash-generating units in 2011 are Power, Infrastructure, Industry, IT, Buildings and CST businesses. Power, Industry, IT and Buildings businesses have operated as divisions since the reorganisation on January 1, 2010...

  • Page 166
    ...balance sheet date. As part of its commitment to employee share ownership, Schneider Electric gave its employees the opportunity to purchase shares at a discount (note 21.5). Defined contribution plans Payments made under defined contribution plans are recorded in the income statement, in the year...

  • Page 167
    ... value, from which are deducted any direct transaction costs. Subsequently, they are measured at amortised cost based on their effective interest rate. Commodity contracts 1.22 - Financial instruments and derivatives Risk hedging management is centralised. The Group's policy is to use derivative...

  • Page 168
    ... options outstanding at the balance sheet date. The dilutive effect of stock options is determined by applying the "treasury stock" method, which consists of taking into account the number of shares that could be purchased, based on the average share price for the year, using the proceeds from the...

  • Page 169
    ...). Comparative data in 2010 did not require a change in 2011 because the impacts related to changes in fair value recognized as part of the acquisition were not significant across the Schneider Group balance sheet and income statement also. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 167

  • Page 170
    .... Share-based payment is presented under "Corporate costs". The Management Board does not review assets and liabilities by Business. The same accounting principles governing the consolidated financial statements apply to segment data. Details are provided in Chapter 4 of the Registration Document...

  • Page 171
    ...ease the comparability from previous semester. Due to a change of responsibility, 2011 first quarter revenue of the Power and Building businesses have been modified compared to the data set provided in first quarter 2011 Group revenues release. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 169

  • Page 172
    ...; North America: United States, Canada and Mexico; Asia-Pacific; Rest of the World (Eastern Europe, Middle East, Africa, South America). Non-current assets include net goodwill, net intangible assets and net property, plant and equipment. Dec. 31, 2011 Western Europe Revenue by country market Non...

  • Page 173
    ... 7 Restructuring costs Restructuring costs totaled EUR145 million over the period. They mainly relate to industrial and support function reorganisations in Europe (approximately EUR99 million) and in North America (approximately EUR14 million). 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 171

  • Page 174
    ... costs Dividends received Net gains/(losses) on disposal of long-term investments Other financial expense, net OTHER FINANCIAL INCOME AND EXPENSE Dividends are mainly received on AXA shares. (40) (45) 9 (1) (37) (114) 2010 25 (49) 9 3 (53) (65) 172 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 175
    ... THE CONSOLIDATED FINANCIAL STATEMENTS Note 10 Income tax expense Whenever possible, Group entities file consolidated tax returns. Schneider Electric SA has chosen this option for the French subsidiaries it controls directly or indirectly through Schneider Electric Industries SAS. 10.1 - Analysis...

  • Page 176
    ... 2010 goodwill is presented in order to take into account the business reorganisation that occurred in 2011. Square D goodwill was allocated to each business in proportion to operating income: Power Square D Company 82% Industry 18% 11.2 - Movements during the year The main movements during the...

  • Page 177
    ...STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 12 Intangible assets 12.1 - Change in intangible assets Development Software projects (R&D) 724 15 (8) 20 20 29 800 25 (30) 4 4 24 827 842 197 (10) 39 8 9 1,085 217 (19) 21 (16) 4 1,292 Trademarks GROSS VALUE Dec. 31, 2009 Acquisitions...

  • Page 178
    ... Group's brands towards the Schneider Electric brand (One Brand project) has led to the amortisation from January 1, 2010 of the Xantrex, TAC and MGE brands over a six-year period. The corresponding amortisation expense totaled EUR57 million over the year. 176 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 179
    ... (13) (506) 348 361 406 (3,368) (361) 218 (145) (1) (227) (3,884) (385) 159 (28) 56 (33) (4,115) 1,965 2,337 2,573 5 Reclassifications primarily correspond to assets put into use. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 177

  • Page 180
    ... Dec. 31, 2010 118 1 (4) 115 Minimum payments Less than one year Between one and five years Five years and more TOTAL COMMITMENTS Discounting effect Discounted minimum payments 96 250 108 454 (50) 404 Discounted minimum payments 93 226 85 404 178 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 181
    ...SALE FINANCIAL ASSETS (1) Companies purchased in 2011. (2) Removed from the scope of consolidation - in liquidation. (3) Gross unit value of less than EUR5 million. The fair value of investments quoted in an active market corresponds to the price on the balance sheet date. The revaluation of listed...

  • Page 182
    ... Solution work in process INVENTORIES AND WORK IN PROCESS, NET 1,413 353 1,397 63 124 3,349 (191) (10) (167) (12) (8) (387) 1,604 362 1,564 75 132 3,605 Dec. 31, 2010 1,461 559 1,384 84 3,488 (169) (20) (147) (13) (349) 1,292 539 1,237 71 3,139 180 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 183
    ...NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 18 Trade accounts receivable Dec. 31, 2011 Accounts receivable Notes receivable Advances to suppliers Accounts receivable at cost Impairment Accounts receivable, net Of which: On time Less than one month past due One to two months past due Two to...

  • Page 184
    ...capital At the Annual General Meeting held on April 21, 2011 Schneider Electric shareholders approved the division of the nominal value of the shares by two. The operation took effect on September 2, 2011 and resulted in the issuance of 271,959,091 new shares. The Company's share capital at December...

  • Page 185
    ..., shareholders will be asked to approve a dividend of EUR1.70 per share for 2011. At December 31, 2011 Schneider Electric SA had distributable reserves in an amount of EUR96 million (versus EUR257 million at the previous year-end), not including profit for the year. 2011 REGISTRATION DOCUMENT...

  • Page 186
    ... FINANCIAL 21.5 - Share-based payments Current stock option and stock grant plans The Board of Directors of Schneider Electric SA and later the Management Board have set up stock option and stock grant plans for senior executives and certain employees of the Group. The main features of these plans...

  • Page 187
    ... FINANCIAL Stock grants Date of Board meeting Dec. 21, 2006 April 23, 2007 Dec. 19, 2007 Dec. 19, 2007 Jan. 5, 2009 Jan. 5, 2009 Aug. 21, 2009 Dec. 21, 2009 Dec. 21, 2009 Dec. 17, 2010 Dec. 17, 2010 July 26, 2011 July 26, 2011 July 26, 2011 Dec. 16, 2011 Dec. 16, 2011 Plan no. Vesting Date...

  • Page 188
    ...or corporate officer of the Group. In addition, exercise of some options is generally conditional on the achievement of annual objectives based on financial indicators. In respect of subscription vesting conditions for current stock option plans, Schneider Electric SA has created 1,169,210 shares...

  • Page 189
    .... Under the classic plan, employees may purchase Schneider Electric shares at a 15% to 20% discount to the price quoted for the shares on the stock market. Employees must then hold their shares for five years, except in certain cases provided for by law. The share-based payment expense recorded in...

  • Page 190
    ...an ordinary, non-revolving personal loan, with a five-year maturity to an individual with an average credit rating. (2) A decline in the interest rate for market participants reduces the lock-up cost and increases the expense booked by the issuer. 188 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 191
    ...spread increases the opportunity gain for the employee and increases the expense booked by the issuer. (5) In some countries, due to local law, employees subscribe for undiscounted sums while the bank subscribes at a discount to provide the leverage. 5 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 192
    ... (reference: Bloomberg). In the United States, the average discount rate is determined on the basis of a yield curve for investment-grade (AA and AAA) corporate bonds. These benchmarks, which are the same as those used in previous years, comply with IAS 19. The expected return on plan assets is...

  • Page 193
    ... on the employee's retirement or regular pension payments after retirement. The amount is based on years of service, grade and end-of-career salary. They also include top-hat payments granted to certain senior executives guaranteeing supplementary retirement income beyond that provided by general...

  • Page 194
    ... (effect of discounting) Expected return on plan assets Past service cost Curtailments and settlements NET COST RECOGNIZED IN THE STATEMENT OF INCOME 41 110 (86) 1 4 70 2 53 (56) 4 3 43 109 (82) (7) 63 Dec. 31, 2010 Of which SE USA 2 56 (56) 2 192 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 195
    ... 5 The actual return on plan assets was EUR61 million. Actuarial gains and losses have been fully recognised in Other reserves. They stem mainly from the differential between the effective and expected return on plan assets in the US and Canada. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 193

  • Page 196
    ... STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL Dec. 31, 2011 Of which SE USA 5. Funded status Projected benefit obligation Fair value on plan assets Surplus/ (Deficit) Effect of the asset ceiling Deferred items: Unrecognized past service cost (LIABILITIES)/NET ASSET RECOGNIZED IN THE BALANCE...

  • Page 197
    ...fit obligation Deferred items: Unrecognized past service cost PROVISION RECOGNIZED IN BALANCE SHEET (20) (460) (440) Dec. 31, 2010 (445) (27) (472) Dec. 31, 2009 (406) (29) (435) Dec. 31, 2008 (401) (35) (436) Dec. 31, 2007 (366) (33) (399) 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 195

  • Page 198
    ... product liability. Provisions for customer risks also integrate the provisions for losses at completion for a number of long term contracts, for EUR18 million. (d) Environmental risks These provisions are primarily funded to cover cleanup costs. 196 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 199
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL Note 24 Total (current and non-current) financial liabilities Non-current financial liabilities break down as follows: Dec. 31, 2011 Bonds Bank and other borrowings Lease liabilities Employees profit sharing Short-term portion...

  • Page 200
    ... of 3.625%, due on July 20, 2020; • EUR150 million worth of bonds issued in May 2009 to top up the EUR600 million twelve-year tranche, due January 8, 2015, at a rate of 5.375% issued on October 2007, raising the total issue to EUR750 million; 198 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 201
    ... STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL • EUR600 million worth of bonds issued in October 2007, at a rate of 5.375%, due on January 8, 2015; 24.4 - Other information At December 31, 2011 Schneider Electric had confirmed credit lines of EUR2.8 billion, all unused. Loan agreements...

  • Page 202
    ...over the period IFRS designation Foreign exchange Futures - cash ï¬,ow hedges Futures - net investment hedges Futures - hedges of balance sheet items Metal prices Futures and options Share-based payment Call options Interest rates Swaps on credit lines DERIVATIVES FINANCIAL INSTRUMENTS CFH*/FVH* (24...

  • Page 203
    ... receivable Financial liabilities measured at amortized cost Derivative instruments TOTAL Impact on financial income and expense 12 24 (306) (64) (334) Impact on Equity Fair value (32) 31 (1) Translation adjustment 6 372 (561) 2 (181) Other - 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 201

  • Page 204
    ... long-term debt TOTAL NON-CURRENT LIABILITIES Current liabilities Trade accounts payable Other Short-term debt TOTAL CURRENT LIABILITIES 4,094 292 1,110 5,496 4,094 292 1,110 5,496 4,094 25 1,110 5,229 267 267 6,927 6,927 7,248 7,248 7,248 7,248 - 202 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 205
    ...3 105 105 Total 296 (185) 634 745 Dec. 31, 2010 Level 1 Available-for-sale financial assets Net derivative instruments Marketable securities NET ASSETS AT FAIR VALUE 135 1,825 1,960 Level 2 (67) (67) Level 3 275 275 Total 410 (67) 1,825 2,168 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 203

  • Page 206
    ...* North America Asia-Pacific * Europe, Middle-East, Africa, South America. The increase in the average number of employees is primarily linked to the 2011 acquisitions. 27.2 - Employee benefits expense 2011 Payroll costs Profit-sharing and incentive bonuses Stock options WESOP EMPLOYEE BENEFITS...

  • Page 207
    ... functions in Europe and deployment of a system of shared SAP management applications. The first pilot version of the global system was implemented in India in April 2007 and the second version was deployed in mid-2008 in several European pilot countries. At the end of 2011, Schneider Electric had...

  • Page 208
    ...Schneider Electric SA o/w subsidiaries Related services o/w Schneider Electric SA o/w subsidiaries Audit sub-total Other services Legal, tax TOTAL FEES 11% 80 80 1% 1,126 1,046 9,509 211 9,720 98% 2% 100% 6,658 3 6,661 100% 0% 100% 16,167 214 16,381 206 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 209
    ... FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL Note 32 Consolidated companies The main companies included in the Schneider Electric Group scope of consolidation are listed below. % interest Dec. 31, 2011 Europe Fully consolidated Schneider Electric Energy Austria AG MGE UPS Systems...

  • Page 210
    ... Services SAS Vizelia APC Deutschland GmbH Berger Lahr Positec GmbH Crouzet GmbH Elso GmbH Kavlico GmbH Merten GmbH Merten Holding GmbH MGE USV-Systeme GmbH Schneider Electric Automation Deutschland GmbH Schneider Electric Automation GmbH Schneider Electric Buildings Germany GmbH Schneider Electric...

  • Page 211
    ... Investments SA SHL Luxembourg S.Ã r.l. American Power Conversion Corp (A.P.C.) BV APC Holdings BV APC International Corporation BV APC International Holdings BV Control Microsystems BV Crouzet BV Elau BV Pelco Europe BV Pro-Face HMI BV (sub-group) Sandas Montage BV Schneider Electric BV Schneider...

  • Page 212
    ...CONSOLIDATED FINANCIAL % interest Dec. 31, 2011 ELKO AS JO-EL Electric AS Lexel Holding Norgue AS Schneider Electric IT Norway AS Schneider Electric Norge AS Schneider Electric Buildings Norway AS Elda Eltra S.A. (ex Eltra SA) Schneider Electric Buildings Polska Sp. z.o.o. Schneider Electric Energy...

  • Page 213
    ...UK Ltd Schneider Electric Energy UK Ltd Schneider Electric IT UK Ltd Schneider Electric Ltd Serck Control and Safety Ltd Serck Controls Ltd Telvent UK Ltd Accounted for by equity method Delta Dore Finance SA (sub-group) Möre Electric Group A/S Electroshield TM Samara (sub-group) North America Fully...

  • Page 214
    ..., Inc. Power Measurement Inc. Pro-face America, LLC Schneider Electric Buildings Americas, Inc. Schneider Electric Buildings Critical Systems, Inc. Schneider Electric Buildings, LLC Schneider Electric Engineering Services, LLC Schneider Electric Holdings Inc. Schneider Electric Investments 2, Inc...

  • Page 215
    .... Ltd Schneider Electric (Australia) Pty. Limited Schneider Electric Australia Holdings Pty. Limited Schneider Electric Buildings Australia Pty. Limited Serck Controls Pty. Ltd Telvent Australia Pty. Limited APC (Suzhou) Uninterrupted Power Supply Co., Ltd. APC (Xiamen) Power Infrastructure Co., Ltd...

  • Page 216
    ... Electric (Hong Kong) Limited Schneider Electric Asia Pacific Limited APC India Private Ltd APW President Systems Ltd Cimac Automation Private Ltd Cimac Software Systems Private Ltd CST Sensors India Private Limited Luminous Power Technologies Private Ltd Luminous Renewable Energy Solutions...

  • Page 217
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL % interest Dec. 31, 2011 KSLA Energy & Power Solution Pte. Ltd Merten Asia Pte. Ltd Pelco Asia Pacific Pte. Ltd Schneider Electric Buildings Singapore Pte. Ltd Schneider Electric Export Services Pte. Ltd Schneider Electric IT ...

  • Page 218
    ...Limited Schneider Electric Peru SA Cimac Electrical and Automation W.L.L EPS Electrical Power Distribution Board & Switchgear Ltd Telvent Saudi Arabia Co. Ltd Delixi Electric South Africa (Pty) Ltd Merlin Gerin SA (Pty) Ltd Schneider Electric IT South Africa (Pty) Ltd Schneider Electric South Africa...

  • Page 219
    ... the assignment entrusted to us by your Annual Shareholders' Meeting, we hereby report to you, for the year ended December 31, 2011, on: • the audit of the accompanying consolidated financial statements of Schneider Electric SA; impairment at least once a year and when factors exist indicating...

  • Page 220
    5 CONSOLIDATED FINANCIAL STATEMENTS STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 218 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 221
    ... financial statements 220 222 223 4. Statutory Auditors' report on the financial statements 234 5. List of securities held at December 31, 2011 6. Subsidiaries and affiliates 7. The Company's financial results over the last five years 235 236 238 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 219

  • Page 222
    ...Gross A. & D. or Prov. Dec. 31, 2011 Net Dec. 31, 2010 Net Dec. 31, 2009 Net Non-current assets: Intangible assets Intangible rights Property, plant and equipment Land Buildings Other Investments Shares in subsidiaries and affiliates Other investment securities Advances to subsidiaries and af...

  • Page 223
    ...gains TOTAL EQUITY AND LIABILITIES The notes form an integral part of these company financial statements. 7.3 96,496 2,603,738 2 11,701,230 8 45 31,721 31,766 9 10 11 5,750,973 527,889 13 190,064 6,468,939 6,873,122 12 141 32,797 18,639,056 6 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 221

  • Page 224
    ... amount of fixed asset disposals Provisions, depreciation and amortisation Other Non-recurring expenses Net non-recurring income/(expense) Net income tax benefit NET INCOME The notes form an integral part of these company financial statements. 222 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 225
    ... year ended December 31, 2011 have been prepared in accordance with French generally accepted accounting principles. For the more recently-acquired investments, the analysis also takes account of the acquired business goodwill. For listed securities, the average stock price over the previous month...

  • Page 226
    ... 31, 2011 were as follows: Shares in subsidiaries and affiliates Schneider Electric Industries SAS Cofibel Cofimines Schneider Electric Japan Holding Other (less than EUR20 million) TOTAL Carrying value 4,344,481 137,210 82,655 21,249 3,721 4,589,316 224 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 227
    ... certain stock options. Schneider Electric SA has not reclassified own shares allocated to this line item as of December 31, 2004. However, since then, all purchases made for allocation to stock option plans have been classified as marketable securities. On September 2, 2011, the nominal value of...

  • Page 228
    ...,284 Number of shares 866,970 1,892,054 2,000,000 62,666 1,755,172 274,680 319,256 7,170,798 * Taking into account the two-for-one share split effective on September 2, 2011. Marketable securities primarily represent own shares held by the Company for allocation to stock option plans. The shares...

  • Page 229
    ...) (3,434) 708 (53) (317) 602 (335) (63) (325) (207) (6,790) Dec. 31, 2011 2,459 1,012 213 4,871 11,378 23,607 (2,352) 78 1,575 (2,958) 3,919 309 4,520 6,658 52,287 6 The increases in this line item were due to the 2011 bond issues (see note 9). 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 227

  • Page 230
    ... reserve. EUR856 million was paid out in dividends (including EUR160 million deducted from retained earnings). Own shares The total number of own shares held at the reporting date stood at 9,164,952, representing a net amount of EUR248 million. 228 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 231
    ... "accounting principles"). At December 31, 2011, cumulative actuarial gains and losses totalled EUR7 million. From 2012, a total of EUR2.5 million, exceeding 10% of the obligation, is being amortised over 10 years. Note 9 Bonds Share capital Dec. 31, 2011 Schneider Electric SA 2017 Schneider...

  • Page 232
    6 COMPANY FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS Schneider Electric SA has made a series of bond issues as part of its Euro Medium Term Notes ("EMTN") program over the past few years. The issues that had not matured as of December 31, 2011 were as follows: • EUR750 million worth...

  • Page 233
    COMPANY FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS Note 12 Maturities of receivables and payables Total Non-current assets Advances to subsidiaries and affiliates Other investment Current assets Accounts receivable - trade Other receivables Marketable securities Prepaid expenses Debt ...

  • Page 234
    ...financial year. Schneider Electric SA is the parent company of the tax group comprising all French subsidiaries that are over 95%-owned. Tax loss carryforwards available to the Company in this capacity totaled EUR704 million at December 31, 2011. 232 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 235
    COMPANY FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS Note 17 Off-balance sheet commitments 17.1 - Partnership obligations The share of liabilities of "SC" non-trading companies attributable to Schneider Electric SA as partner is not material. The share of liabilities of "SNC" ï¬,ow-...

  • Page 236
    ...nancial statements based on our audit. • the audit of the accompanying financial statements of Schneider Electric SA; I - Opinion on the Financial Statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform...

  • Page 237
    ..., in accordance with professional standards applied in France. We have no matters to report regarding the fair presentation and conformity with the financial statements of the information given in the Management Board's report and in the documents addressed to the shareholders with respect to the...

  • Page 238
    ... (+50%) a) French subsidiaries (aggregate) b) Foreign subsidiaries (aggregate) B. Affiliates not included in Section I: (0-50%) a) French companies (aggregate) b) Foreign companies (aggregate) * Including income or loss in prior financial year. 236 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 239
    ...,481 137,210 82,655 3,148,324 - - 3,631,827 Holding company Holding company 992,332 2,081 16,170 1,299,655 78,681 50,001 21,249 21,249 - - - (6,186) - 18,934 - 1,038 - - - - - 600 - 113,985 - 113,909 - - - - - 7,483 - 6 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 237

  • Page 240
    ...549 1,170 3,936 2,004 1,374 2,606 (1) Dividends on shares held in treasury on the dividend payment date and the associated withholding are credited to retained earnings. (2) Pending approval by the Annual Shareholders' Meeting of May 3, 2012. 238 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 241
    7 General presentation of Schneider Electric SA 1. General information on the Company 2. Shareholders' rights and obligations 3. Capital 4. Ownership structure 5. Employee profit-sharing, stock ownership 6. Performance share grants and stock option plans 7. Disclosure of information required in ...

  • Page 242
    ...acquiring or otherwise, of all activities related to: • electrical equipment manufacturing, electrical distribution and secure power supply; • building control, automation and safety; • industrial control and automation, including software; 240 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 243
    ... a member of the Management Board or the General Meeting secretary. Annual Shareholders' Meetings (article 23 of the articles of association)** The procedures for calling and holding General Meetings are governed by French law. The meetings are held at the head office or any other address provided...

  • Page 244
    ... in the following order: • to the payment of a dividend. The Annual Meeting may decide to offer shareholders the opportunity to receive the dividend in cash or in the form of new shares of common stock. Dividends not claimed within five years from the date of payment become time-barred and are...

  • Page 245
    ... the performance shares or stock grant plans relating to existing shares or shares to be issued, plans 6 and 7 and 9 to 14; the origin of these shares (existing shares or shares to be issued) will be determined later by the Management Board; 7 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 243

  • Page 246
    ...2011; 5) to issue new shares to members of the Employee Stock Purchase Plan (ESPP), within a limit of 2% of the issued capital on the date of the implementation of the authorisation; 6) to issue new shares under programs to promote stock ownership among employees in non-French companies of the Group...

  • Page 247
    ... ELECTRIC SA CAPITAL At the Annual Shareholders' Meeting to be held in May 2012 (see pages 270 - 271), the Management Board will ask shareholders to renew the authorisation for the issuance of new shares under programs to promote stock ownership among employees in non-French companies of the Group...

  • Page 248
    ...date of the Annual Shareholders' Meeting, representing, on the basis of the issued share capital at February 28, 2012, a total of 54,920,425 Schneider Electric SA shares with a par value of EUR4, - taking into account treasury stock and own shares at March 13, 2012 (8,574,460 shares), the number...

  • Page 249
    ... shareholders other than Capital Research & Management Company, listed above, hold, either directly or indirectly, more than 5% of Schneider Electric's capital or voting rights. Changes in holdings (for stakes of more than 5%) Date Apr. 27, 2011 Apr. 27, 2011 Apr. 28, 2011 Aug. 2, 2011 Nov. 4, 2011...

  • Page 250
    7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA EMPLOYEE PROFIT-SHARING, STOCK OWNERSHIP > 5. (in millions of euros) Employee profit-sharing, stock ownership Profit-sharing plans Most of the Group's French companies have profit-sharing and other profit-based incentive plans. The amounts paid ...

  • Page 251
    ... have been calculated where necessary to take account of the two-for-one share split, effective from September 2, 2011. As part of its overall staff pay policy, each year Schneider Electric sets up a long-term incentive plan based on an annual allocation of stock grants, and, for employees who are...

  • Page 252
    ... to members of the Management Board The Supervisory Board has set: • a retention target of shares representing three years of base salary for Jean-Pascal Tricoire, and two years of base salary for Emmanuel Babeau. Calculation of the number of shares held is based on Schneider Electric SA shares...

  • Page 253
    GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS Past stock option plans The data below are adjusted for the two-for-one share split, effective September 2, 2011. Plan 21 Number of beneficiaries Plan date at inception Feb. 5, 2003 433 Number of ...

  • Page 254
    7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS Details on outstanding options (2011) The data below are adjusted for the two-for-one share split, effective September 2, 2011. Plan 21 22 23 24 25 26 27 28 29 30 31 32 33 Plan date Feb. 5, 2003 Feb. ...

  • Page 255
    GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS Past share plans (at December 31, 2011) The data below are adjusted for the two-for-one share split, effective September 2, 2011. Number of benefi- Number of ciaries at shares at Plan Plan date inception...

  • Page 256
    ... in 2011 of which the number of options bought or subscribed is the highest 247,400 Plans 24-26-27-28 Shares awarded to the ten most highly paid non-corporate officer employees Number Shares awarded for 2012 (December grant) 122,500 Plans 13-14 254 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 257
    ... exercise of stock options and performance shares grants (see page 249); information on certain loans and credit facilities (see page 38); Items that could have an impact in the event of a public tender offer include: • agreements calling for payments to the members of the Management Board or to...

  • Page 258
    7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA STOCK MARKET DATA Five-year trading summary 2011 Average daily trading volume Euronext Paris: • number of shares (in thousands) (1) • in millions of euros High and low share prices (in euros): • high (1) • low (1) 2010 2,642.57 108.23 60.00...

  • Page 259
    GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA INVESTOR RELATIONS > 9. Emmanuel Babeau Investor relations Person responsible for financial information Executive Vice-President, Finance, member of the Management Board 35, rue Joseph Monier - CS30323 92506 Rueil-Malmaison Cedex - France Tel: +33 ...

  • Page 260
    7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA STOCK MARKET DATA 258 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 261
    ... Shareholders' Meeting 1. Management Board report 260 2. Supervisory Board's comments on the Management Board's report, mode in accordance with article L.225-68 of the French Commercial Code 264 3. Auditors' special reports 4. Resolutions 264 268 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 262
    ... Security systems are the Management Board members that benefit from a top-hat defined benefit pension plan - article 39 -. This plan presented on page 125 set up a pension of a maximum amount equal to 60% of the difference between the average remuneration of the last three years ("reference...

  • Page 263
    ... in Schneider Electric's shareholder structure as described above; (iii) Mr Tricoire is asked to resign, is dismissed or is not reappointed as a member or as Chairman of the Management Board when the mathematical average of the rate of achievement of Group objectives used to calculate his bonus...

  • Page 264
    8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING MANAGEMENT BOARD REPORT years preceding the date of the Board meeting at which the decision is taken. If the mathematical average of Group performance objectives rate is: shareholding plan investing in the Company shares) Supervisory Boards or ...

  • Page 265
    ... issuance of shares to employees who are members of the PEE plan. At the discretion of the Management Board, the issue price will be based on either (i) the opening or closing price of the Company's share quoted on the trading day the decision of the Management Board setting the issue price is made...

  • Page 266
    ... wishes to express its support for the new company programme Connect, which as President and CEO JeanPascal Tricoire states, is designed to "add to One's achievements and to broaden them to include all our strategic plans, products and solutions in developed and developing countries, while improving...

  • Page 267
    ...Social Security without restarting work. In other cases, the new plan includes the provisions of the current plan, notably: - elements of the foundation agreement and rules of the top-hat pension plan for senior executive members of the Executive Committee for the Schneider Electric Group, provided...

  • Page 268
    ... as a member or President and CEO 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; • Agreement with AXA (Board of Directors Meeting on 6 January...

  • Page 269
    ... French Commercial Code, we present below our report on the project to issue common shares or securities providing access to the Company's share capital reserved for (i) the employees and corporate officers of Schneider Electric Group companies, linked to the Company under the conditions of article...

  • Page 270
    ...of profit for the financial year and dividend proposal) The Shareholders' Meeting, acting with the quorum and majority requirements for Ordinary Meetings, and on the recommendation of the Management Board, based on the number of 548,943,024 shares with a nominal value of EUR4 as of December 31, 2011...

  • Page 271
    ... Supervisory Board representing the employee shareholders for a period of four years, pursuant to article 11- c of the articles of association, expiring at the close of the Shareholders' Meeting in 2016 to approve the 2015 financial statement. 8 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 269

  • Page 272
    ... for stock options or plans for stock grants, or for securities convertible into shares; to carry out external growth transactions or to stimulate the market for Company shares under a liquidity agreement. • The Management Board may adjust the price(s) set above to take into account the effect of...

  • Page 273
    ... or equivalent employee savings plans in terms of economic benefit to those enjoyed by other employees of the Group; 3. decides that the unit price of the shares to be issued pursuant to this resolution shall be fixed by the Management Board on the basis of the share price of the Company on the...

  • Page 274
    8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING RESOLUTIONS 272 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 275
    ... ended 31 December 2010 contains an observation referring to the presentation of the consolidated financial statements and the new applicable accounting standards. Executed on 22 March 2012 On behalf of the Management Board Jean-Pascal Tricoire President and CEO Schneider Electric SA Pursuant...

  • Page 276
    ... Represented by David Chaudat Alternate Auditors Auditex Thierry Blanchetier Ernst & Young et Autres and Mazars are members of the Auditor's Regional Company of Versailles. Appointment expires 1992 2016 2004 2010 2010 2016 2016 2016 274 DOCUMENT DE RÉFÉRENCE 2011 SCHNEIDER ELECTRIC

  • Page 277

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  • Page 279
    ...Investors relations May 3, 2012 May 16, 2012 Shareholders' Annual Meeting (Paris) Dividend payment Financial releases February 22, 2012 2011 Annual Results April 20, 2012 August 1, 2012 Q1 2012 Sales Half Year Results October 25, 2012 Q3 2012 Sales Investors Relations: Carina Ho Tél. +33 (0)1 41...

  • Page 280
    Schneider Electric SA Headquarters: 35, rue Joseph Monier - CS 30323 F-92506 Rueil-Malmaison Cedex (France) Tél. : +33 (0) 1 41 29 70 00 Fax : +33 (0) 1 41 29 71 00 www.schneider-electric.com Incorporated in France, governed by a Management Board and Supervisory Board, with issued capital of EUR2,...