APC 2011 Annual Report Download - page 133

1312011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3
MANAGEMENT INTERESTS ANDCOMPENSATION
Senior Management
The Senior Management team consists of the Management Board,
assisted by the Executive Committee. The 14 member Executive
Committee is chaired by the Chairman of the Management Board.
In addition to the members of the Management Board, it comprises:
•the Executive Vice-Presidents of the Global Functions:
Information Systems, Marketing, Strategy & Innovation, Global
Human Resources and Industrial Operations;
•the Executive Vice-Presidents of the businesses: Power Global &
EMEAS*, Power North America & Buildings, Power Asia Pacifi c,
Industry, Energy, IT and Custom Sensors & Technologies.
Senior Management compensation in 2011
In 2011, gross compensation, including benefi ts in kind, paid by
group companies to members of Senior Management other than
the Management Board members amounted to EUR12,069,456,
including EUR4,984,231 in variable remuneration for the
2010 fi nancial year. Group objectives for the fi nancial year in
questionwere:
•organic growth;
•operating margin;
•cash fl ow;
•customer satisfaction and dissatisfaction.
Performance shares and SARs
The data below has been adjusted to refl ect two-for-one share
split that took place on September2, 2011. As part of the annual
long-term participation schemes:
•Allocation of December2010 for the 2011 fi nancial year
On December17, 2010, members of Senior Management other
than Management Board members were allocated (for the 2011
fi nancial year) a total of:
–Performance shares (French residents): 29,000shares under
plan10;
–Stock grants (non-residents): 88,000shares under plan11;
–SARs (US citizens or residents): 190,000SARs.
All of the options and stock grants are subject partially (50%) to
performance criteria.
•Allocation of December2011 for 2012
On December16, 2011, members of Senior Management other
than Management Board members were allocated (for the 2012
fi nancial year) a total of:
–12,500 stock grants under plan13 for residents of France;
–120,250 stock grants under plan 14 for non-residents of
France;
–210,000 SARs for US residents or citizens.
100% of these allocations are subject to performance criteria.
As of December31, 2011, Members of Senior Management other
than Management Board members thus held:
•676,854 stock options including 124,400 subject to the
attainment of Group performance criteria;
•744,440 SARs including 431,360 that are conditional;
•338,682 performance shares including 235,716 that are
conditional.
* EMEAS =Europe, Middle-East, Africa and South America.
Compensation paid to members of Senior Management other than Management
Board members