APC 2012 Annual Report Download - page 135

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 133
CORPORATE GOVERNANCE
3
MANAGEMENT INTERESTS ANDCOMPENSATION
Mr.de La MARTINIÈRE
Attendance fees EUR75,000 EUR85,000
Other
Mr.MAHINDRA (4)
Attendance fees - EUR29,600
Other
Ms.SÉNÉQUIER
Attendance fees EUR30,000 EUR40,000
Other
Mr.THOMAN
Attendance fees EUR60,000 EUR65,000
Other
Mr.WEINBERG
Attendance fees EUR60,000 EUR60,000
Other
(1) Attendance fees for the year are paid at the beginning of the fi nancial year n+1.
(2) Non-voting member.
(3) The Supervisory Board of December18, 2012 decided to double the amount of the attendance fees of Mr.Xavier Fontanet to take into
account the time that he dedicated to deepening his knowledge of the Group and its strategy, and the travel that he undertook to that
end (China, United States, Spain and Grenoble).
(4) Mr. Mahindra resigned of his function on June 21, 2011.
Compensation and Performance Shares for Management Board members
Based on the recommendation of the Remunerations,
Appointments and Human Resources Committee, at its meetings
on December15, 2011, February21, 2012 and February20,2013,
the Supervisory Board set the annual compensation for the
members of the Management Board.
Chairman of the Management Board –
Jean-Pascal Tricoire
At its meetings of December15, 2011 and February21, 2012, the
Supervisory Board:
•decided to set the annual 2012 salary of Jean-Pascal Tricoire at
EUR900,000 and his target variable remuneration at 110% of this
amount, with a maximum of 220%;
•authorized, as part of the long-term incentive plan for2012, an
allocation of 50,000 performance shares under plan 13. The
allocation of these shares is entirely dependent on attaining
Group performance criteria, in compliance with the AFEP/
MEDEF recommendations. These Performance Shares are also
subject to lock-up arrangements (see page262 ).
At its meeting of February21, 2012 the Supervisory Board set the
following targets:
•Group: one component of Group fi nancial objectives (organic
growth, adjusted EBITA, cash generation), one component
of objectives aligned with the Connect company program
andone component of objectives aligned with Corporate Social
Responsibility;
•individuals: control profi tability and cash conversion, implementation
of the Connect Company program, imptementation of the new
organization, integration of acquisitions, develop and grow
profi tability of Solutions.
Based on these elements, at its meeting of February 20, 2013,
the Supervisory Board set the variable remuneration for 2012 at
168.60% of base salary, which is EUR1,517,400.
Member of the Management Board–
Emmanuel Babeau
At its meetings of December15, 2011 and February21, 2012, the
Supervisory Board:
•decided to set Mr.Babeau’s total fi xed annual salary for2012 at
EUR500,000 and his target variable remuneration at 90% of this
amount, with a maximum of 180%;
•authorized, as part of the long-term incentive plan, an allocation
of 22,000 performance shares under plan 13. 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 262 ).
Based on these elements, at its meeting of February 20, 2013,
the Supervisory Board set the variable remuneration for 2012 at
131.40% of base salary, which is EUR657,000.