APC 2011 Annual Report Download - page 132

130 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
President and CEO - Jean-Pascal Tricoire
In accordance with AFEP/MEDEF guidelines, Mr Jean-Pascal
Tricoire resigned from his service contract when he was
reappointed Chairman of the Management Board on May3, 2009.
The Supervisory Board has defi ned the benefi ts granted to him as
Chairman 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 benefi t from:
–the Schneider Electric SA and Schneider Electric Industries
SAS employee benefi t plan, which offers health, disability and
death coverage,
–the supplementary health, disability and death coverage
available to the Group’s senior French executives,
–the Top-hat Pension Plan for the Group’s Senior Management
described in the Supervisory Board Chairman’s report in
accordance with article L.225-68 of the French Commercial
Code (see page125 );
2°) MrTricoire will be due compensation in the event of termination,
capped at two years of his target remuneration (fi xed salary
and target bonus, maximum described below) taking into
account compensation provided for in the non-compete
agreement described below. The amount due will be subject to
performance criteria.
Compensation will be due in the event that:
(i) Mr Tricoire resigns, is dismissed or is not reappointed as
a member or Chairman of the Management Board in the
12months following a material change in Schneider Electric’s
shareholder structure that could change the membership of the
Supervisory Board,
(ii) Mr Tricoire resigns, is dismissed or is not reappointed as a
member or Chairman of the Management Board following a
reorientation of the strategy pursued and promoted by him
until that time, whether or not in connection with a change in
Schneider Electric’s shareholder structure as described above,
(iii) MrTricoire is asked to resign, is dismissed or is not reappointed
as a member or Chairman of the Management Board when
the mathematical average of the rate of achievement of
performance objectives used to calculate his variable bonus
was 50% or higher in the four full fi nancial years preceding his
departure (or, if he has been a member and Chairman of the
Management Board for less than four years, in the number of
full fi nancial years since his appointment).
Payment of compensation will depend on the mathematical
average of the rate of achievement of performance objectives
used to determine the variable portion of Mr Tricoire’s
remuneration for the three full years preceding the date of the
Board meeting at which the decision is made.
If the mathematical average is:
–less than 50% of the target: no compensation will be paid,
–equal to 50% of the target: he will receive 75% of the maximum
amount,
–equal to 100% of target: he will receive 100% of the maximum
amount,
–between 50% and 100%, he will receive between 75% and
100% of the maximum amount calculated on a straight-line
basis depending on the rate of attainment.
To date, the achievement rate of Group performance objectives
for the previous three fi nancial years is, on average, 138.6 %.
Theseobjectives were based on the Group’s overall performance
(operating margin, organic growth, cash generation ratio and
customer satisfaction rate);
3°) is bound by his non-compete agreement should he leave the
Company, unless a mutually agreeable arrangement is found;
the agreement is for a period of one year and is remunerated
(60% of target remuneration: fi xed and variable);
4°) will retain all of the stock options, stock grants and performance
stock grants allocated or to be allocated to him should he
leave the Company. The performance condition is defi ned as
follows; the average rate of attainment of the Group targets
that determine Jean-Pascal Tricoire’s variable remuneration
calculated for the last three fi nancial years at the time of his
departure, which fi gure should be at least 50% of target.
Travel and business expenses for Jean-Pascal Tricoire are assumed
by the Group, as well as the costs of his new professional and
personal organization and any related extra expenses. He may use
the chauffeur-driven Company cars made available to Group Senior
Management and also has the use of a Company car. This benefi t
in kind is estimated at EUR3,197.
The Supervisory Board on February21, 2012 decided to renew the
appointment to the Management Board that terminates on May2,
2012 for a further period of three years. On this occasion, it adapted
the benefi ts granted to Jean-Pascal Tricoire as part of his functions
as a corporate offi cer. The Anual Shareholders’ Meeting of May3,
2012 is called upon to approve these (see pages 261-262, 265
and 266 ).
Emmanuel Babeau
Under his service contract with Schneider Electric Industries SAS,
Emmanuel Babeau is covered by the top-hat pension plan for senior
executives in France (see above) and is also entitled to a termination
benefi t should the employer terminate the contract or if, following
a signifi cant change in equity ownership, he decides to terminate.
This termination benefi t, including the benefi t provided for in the
industry collective bargaining agreement (Convention Nationale des
Ingénieurs et Cadres de la Métallurgie), is capped at two years of
his target annual compensation (salary plus target variable bonus).
Should MrBabeau leave the Company for any reason, the Company
may evoke the non-compete agreement in his service contract
and the provisions of the industry collective bargaining agreement
(Convention Nationale des Ingénieurs et Cadres de la Métallurgie),
which call for monthly payment of an amount equivalent to 50%
to 60% of the average monthly compensation for the last twelve
months of presence (salary plus paid bonus). This payment is due
for one year, renewable once.
Mr Babeau’s travel and entertainment expenses are reimbursed
by the Company. He may use the chauffeur-driven company cars
made available to Group Senior Management and also has the use
of a Company car. This benefi t in kind is estimated at EUR5,517.