APC 2012 Annual Report Download - page 139

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 137
CORPORATE GOVERNANCE
3
MANAGEMENT INTERESTS ANDCOMPENSATION
To date, the achievement rate of Group performance
objectives for the previous three fi nancial years is, on average,
134.8%. 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 bonus);
4°) retains forthwith, subject to performance criteria, the benefi t
of his stock options, stock grants and performance shares
granted to him or that will be granted 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 should be at least 50% of the target.
Travel and business expenses for Jean-Pascal Tricoire are assumed
by the Group, as well as the costs of his professional and personal
organization . He may use the chauffeur-driven Company cars made
available to Group Senior Management .
Emmanuel Babeau
Under his employment contract with Schneider Electric Industries
SAS, Emmanuel Babeau is covered by the supplementary pension
scheme 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 resign. 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 employment 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%
or 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 EUR5,012.
Compensation paid to members of Senior Management other than Management
Board members
Senior Management in 2012
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 System , Marketing, Strategy & Innovation, Global
Human Resources – Global Supply Chain;
•the Executive Vice-Presidents of the businesses: Global
Operations – North America Operations & Buildings,
China Operations – Industry – Infrastructure – IT – Custom
Sensors&Technologies.
Senior Management compensation in2012
In 2012, gross compensation, including benefi ts in kind, paid by
Group companies to members of Senior Management other than
Management Board members, amounted to EUR12.7 million,
including EUR5,4 million in variable remuneration for the 2011
fi nancial year. Group objectives for the fi nancial year in question were:
•organic growth;
•operating margin;
•cash fl ow;
•customer satisfaction and dissatisfaction.
Long term Incentives
No performance shares were granted in 2012 . As a reminder,
Schneider Electric’s practice since 2005 is to implement, in
December of each year, a long-term incentive plan in the framework
of the following year. However, to allow alignment of allocations with
a review of the personal situations of employees, it was decided to
postpone the implementation of long-term incentive plans to the
end of March.
As of December31, 2012 as part of the annual long term incentive
plan, members of Senior Management other than Management
Board members held:
•248,500 performance shares including 194,202 that are
conditional ;
•407,148 options ;
•701 ,498 Stock Appreciation Rights (SARs), of which 291 ,36 0 are
conditional.