APC 2012 Annual Report Download - page 132

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC130
CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
Conviction or incrimination
To the best of the Company’s knowledge, in the last fi ve years, none
of the members of the Supervisory Board or Management Board
has been:
•the subject of any convictions in relation to fraudulent offences or
of any offi cial public incrimination and/or sanctions by statutory
regulatory authorities;
•disqualifi ed by a court from acting as a member of the
administrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of
an issuer;
•involved, as a member of an administrative, management or
supervisory body or a partner, in a bankruptcy, receivership
or liquidation.
Family ties
To the best of the Company’s knowledge, none of the members of the Supervisory Board or Management Board are related.
Conflicts of interest
To the best of the Company’s knowledge, there are no arrangements
or understandings with major shareholders, customers, suppliers
or others pursuant to which a member of the Supervisory Board
or Management Board has been selected as a member of an
administrative, management or supervisory body or a member of
Senior Management.
To the best of the Company’s knowledge, there are no confl icts
of interest between any duties of the members of the Supervisory
Board or Management Board to the Company and their private
interests or other duties.
To the best of the Company’s knowledge, the members of the
Supervisory Board and Management Board have no restrictions
on selling their Company shares aside from those stipulated in
stock option and stock grant plans (see page 262 and following) for
members of the Management Board and a minimum 1,000share-
holding requirement for members of the Supervisory Board.
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8. Management interests
andcompensation
Corporate officers and Executive Committee compensation policy**
The general principles underlying the Senior Management
compensation policy and the situation of each executive are
reviewed by the Remunerations, Appointments and Human
Resources Committee and presented to the Supervisory Board.
The policy’s aims are to:
•retain and motivate the best talents;
•reward individual and collective performance;
•align overall compensation with the Group’s results.
The variable remuneration in 2012, expressed in terms of a
percentage of the fi xed element, is linked to the attainment of
objectives set out at the beginning of the fi nancial year. There
can be quite a considerable variation in amounts depending on
the degree of attainment of objectives. This fl uctuation can vary
from 0% to 180% of the fi xed remuneration for members of the
Executive Committee and 0 to 220% for the Chairman of the
Management Board. The variable remuneration is therefore of a
distinctly random nature.
The variable remuneration of Executive Committee members is
determined as follows:
•35% is determined by the Group’s overall performance, as
measured in terms of operating margin, organic growth, cash
generation ratio and customer satisfaction rates;
•65% is based on the performance of the executive’s unit
(economic targets), as measured on the basis of collective targets
(development of solutions, the Company’s social responsibility,
people development) and on the attainment of measurable
personal goals set for them.
The remuneration of the Management Board members is set by
the Supervisory Board based on the recommendations of the
Remunerations, Appointments and Human Resources Committee.
The variable remuneration of the Management Board members is
determined as follows:
•70% is determined by the Group’s overall performance, as
measured in terms of operating margin, organic growth, cash