APC 2011 Annual Report Download - page 143

1412011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
CORPORATE GOVERNANCE
3
APPLICATION OF THE AFEP/MEDEF CORPORATEGOVERNANCEGUIDELINES
Schneider Electric applies the AFEP/MEDEF corporate governance guidelines with the following exceptions:
Recommendation Schneider Electric practice
Deadline for Audit Committee review of the fi nancial
statements
The Audit Committee should review the fi nancial statements at
least two days before they are reviewed by the Board.
At Schneider Electric, the Audit Committee which reviews the Financial
Statements meets after the Management Board meeting that approves
the Financial Statements and the day before the Board Director’s
meeting.
However, the Committee members receive a meeting fi le with the draft
Financial Statements four to fi ve days before the meeting.
Compensation and benefi ts paid to corporate offi cers
Fixed salary should be revised only after a relatively long period,
such as three years.
The Management Board members’ fi xed salary is revised each
year. When Jean-Pascal Tricoire became President and CEO, his
compensation was not (and still is not) aligned with that of CEOs
of comparable companies. The Board decided to reduce the gap
gradually through annual salary revisions after reviewing MrTricoire’s
performance.
Top-hat pension plan
The increase in potential rights should correspond to a limited
percentage of the benefi ciary’s compensation.
Under the Top-hat Pension Plan for the Group’s Senior Management
(see page 125 ), most rights are acquired at the outset. However, the
plan complies with the recommendation’s intention, given that:
• the rights are capped at 25% of average compensation;
• current members still have many years of service to perform before
they can benefi t 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 )
>
11. Application of the AFEP/MEDEF
corporategovernanceguidelines**
the course of our work are properly disclosed in the Chairman’ s
report.
On the basis of our work, we have nothing to report on the information
in respect of the company’ s internal control and risk management
procedures relating to the preparation and processing of accounting
and fi nancial information contained in the report prepared by the
chairman of the Supervisory Board in accordance with article L.
225-68 of French Commercial Code (Code de Commerce).
Other information
We confi rm that the report prepared by the chairman of the
supervisory board also contains other information required by article
L. 225-68 of French Commercial Code (Code de Commerce).
Courbevoie and Paris-La Défense, March 21, 2012
The Statutory Auditors
French original signed by
Mazars Ernst & Young et Autres
David CHAUDAT Yvon SALAÜN