APC 2011 Annual Report Download - page 123

1212011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3
MANAGEMENT BOARD MEMBERS
Responsibilities
The Committee makes recommendations to the Supervisory
Board concerning candidates for appointment to the Management
Board, the Supervisory Board and the Committees. It also makes
recommendations concerning the remuneration of members
of the Management Board and the Chairman of the Supervisory
Board, as well as concerning stock options and stock grants for
members of the Management Board, and all other aspects of their
remuneration“package”.
Based on the proposals made by the Management Board, the
Committee makes recommendations concerning the remuneration
of Executive Committee Members, the principles and methods for
determining executive compensation, as well as 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:
•the Human Resource strategy and major action plans, including
those relating to the talent policy and key skills (high potential,
experts, occupations,etc.);
•the policy of giving employees a share in the Group’s profi ts;
•the overall remuneration policy for managers and the remuneration
packages of Executive Committee Members.
It recommends the amount for attendance fees, which is
established by the Annual Shareholders’ Meeting , and the basis for
their allocation.
The Committee recommends processes and procedures to
reassure shareholders and the market that the Supervisory Board
carries out its responsibilities objectively and independently.
It thus makes recommendations to the Supervisory Board regarding:
•the terms of reference of Supervisory Board Committees;
•the determination and review of independence criteria applicable
to Supervisory Board Members;
•the assessments of the Supervisory Board’s organisation and
procedures;
•application by the Company of national or international corporate
governance practices.
The Remunerations, Appointments and Human Resources
Committee presents the Board with the results of its work and
actions it proposes. The minutes of these meetings are circulated
to members of the Supervisory Board.
Meetings in 2011
In 2011, the Supervisory Board’s Remuneration, Appointments and
Human Resources Committee met four times. The attendance rate
by its Members was 95 %. It reported on its work to the Supervisory
Board at the February 16, June 21 and 22, October 19 and
December15, 2011 meetings.
The Remuneration, Appointments & Human Resources Committee
made recommendations to the Supervisory Board concerning:
•the Membership of the Supervisory Board and of its committees
and the classifi cation of Members on the basis of the
independence criteria;
•the succession of the Chairman of the Supervisory Board;
•the remuneration of members of the Management Board
(amount, structure of 2012 remuneration, 2011 targets, and level
of achievement of 2010 targets);
•the changes to the top-up pension plan for senior executives;
•the implementation of the annual performance share plans and
the allocation of stock grants to members of the Management
Board, in accordance with the AFEP/MEDEF guidelines of
October6, 2008;
•the launch in 2012 of a new employee share issue;
•changes to the articles of association regarding the upper age
limit (abolition of the statutory age limit) and regarding non-voting
members whose maximum number is now set at four;
•the amount of attendance fees;
•organisation of the three-year appraisal of the Board;
•organisation and operation of the Board in the light of the results
of the three-year appraisal.
The Committee also reported to the Board on:
•the review of the work of the Management Board and the
assessment of the performance of its Members;
•the review of the performance of Members of the Executive
Committee;
•the review of succession plans for members of the Management
Board and Members the Executive Committee;
•the review of the remuneration of Executive Committee Members;
•the review of the draft report from the Chairman on
corporategovernance.
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5. Management Board members
The bylaws stipulate that the Management Board may have
between two and seven members.
The Management Board and its Chairman are appointed by the
Supervisory Board. Membership on the Management Board is for
three years and renewable.
The age limit for holding offi ce as a member of the Management
Board is 65. When a member reaches the age of 65, the Supervisory
Board may extend his or her term several times provided that the
total extension does not exceed three years.
The Management Board consists of two members: Jean-Pascal
Tricoire, Chairman, and Emmanuel Babeau. He was appointed
by the Supervisory Board for a three year term that will expire on
May2, 2012. At its meeting of February21, 2012 the Supervisory
Board decided to renew his appointment at term for a further three
years expiring on May2, 2015.