APC 2011 Annual Report Download - page 129

1272011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3
MANAGEMENT INTERESTS ANDCOMPENSATION
Based on the recommendation of the Remunerations,
Appointments and Human Resources Committee, at its meetings
on December15, 2010, February16, 2011, December15, 2011
and February 21, 2012 the Supervisory Board set the annual
compensation for the members of the Management Board.
President and CEO–Jean-Pascal Tricoire
At its meetings of December15, 2010 and February16, 2011, the
Supervisory Board:
•decided to set the annual 2011 salary ofJean-Pascal Tricoire at
EUR900,000 and his target variable remuneration at 100% of this
amount, with a maximum of 200%. 70% of MrTricoire’s target
variable remuneration is based on Group performance targets
and 30% is based on measurable personal targets;
•authorised, as part of the long-term incentive plan for 2011, an
allocation of 50,000(1) performance shares under plan 10. The
allocation of these shares is entirely dependent on attaining
Group performance criteria, in compliance with the AFEP/
MEDEF recommendations. These shares are also subject to
lock-up arrangements (see page 250 ).
At its meeting of February16, 2011 the Supervisory Board set the
following targets for MrTricoire’s variable remuneration.
•Group performance: organic revenue growth, growth in operating
profi t, cash generation ratio and customer satisfaction rates;
•Individual performance: complete the One programme develop
the new company programme, balance between Solutions/
Products...
Based on these elements, at its meeting of February 21, 2012,
the Supervisory Board set the variable remuneration for 2011 at
133.10 % of his base salary, or EUR1,197,900 .
Member of the Management Board –
Emmanuel Babeau
At its meetings of December15, 2010 and February16, 2011, the
Supervisory Board decided:
•to set Mr Babeau’s total fi xed annual salary for 2011 at
EUR500,000 and his target variable remuneration at 80% of this
amount, with a maximum of 160%. 70% of MrBabeau’s target
variable remuneration is based on Group performance targets
and 30% is based on measurable personal targets;
•authorised, as part of the long-term incentive plan for 2011, an
allocation of 20,000 (2 ) shares for performance under plan 10.
The allocation of these shares is entirely dependent on attaining
Group performance criteria, in compliance with the AFEP/MEDEF
recommendations. These options are also subject to lock-up
arrangements (see page250 ).
70% of the variable remuneration is based on the Group’s overall
performance (rate of operating margin, organic growth, cash
generation ratio, customer satisfaction rate, company’s social
responsibility and people development ) and 30% is based on
attaining personal objectives laid down by the Board.
Based on these elements, at its meeting of February 21, 2012,
the Supervisory Board set the variable remuneration for 2011 at
103.23 % of base salary, or EUR516,150
(1) The data below has been adjusted to refl ect two-for-one share split that took place on September2, 2011.
(2) See note 1 .
(3) The valuation of stock options and stock grants correspond to a measurement carried out in application of IFRS 2 and not remuneration
actually received during the fi nancial year. Income from these stock options and stock grants is subject to the attainment of
performancecriteria
Compensation and stock options for Management Board Members
Overview of Management Board compensation
Summary of remunerations, stock options and shares granted to each corporate officer director for the
financial year
Jean-Pascal TRICOIRE, President and CEO Financial year 2011 Financial year 2010
Remuneration for the fi nancial year 2,101,097 2,323,946
Valuation of options granted during the fi nancial year (3 )0 958,000
Value of stock grants granted during the fi nancial year 2,565,000 867,500
TOTAL 4,666,097 4,149,446
Emmanuel BABEAU, Member of the Management Board Financial year 2011 Financial year 2010
Remuneration for the fi nancial year 1,021,667 1,215,167
Valuation of options granted during the fi nancial year (3 )0 287,400
Value of stock grants granted during the fi nancial year 1,026,000 260,250
TOTAL 2,047,667 1,762,817