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2772012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
MANAGEMENT BOARD REPORT TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Mr. Claude Briquet (age: 51)
Claude Briquet is an engineering graduate from National School of
Engineers in Tarbes and from ENSEEIHT in Toulouse. He joined the
Schneider Electric Group in 1985 and began his career in the areas
of development, quality and production. He managed the Pacy I
plant from 1992 to 1996 and the Vaudreuil plant from 1996 to 1999.
He was appointed Executive Vice-President of Mafelec in 1999 and
of Alombard in 2001. Mr.Briquet is currently responsible for trading
in Europe within the Industry Department of Schneider Electric’s
European Operating Division. He is Chairman of the Supervisory
Board of FCPE Schneider Actionnariat and of the Supervisory
Board of FCPE Schneider France Germany.
Ms. Magali Herbaut (age: 41)
Magali Herbaut graduated from the Ecole Supérieure de Commerce
in Grenoble and earned an MBA from Laval University (Canada).
She began her career as an auditor for the fi rm Deloitte. Then in
1996, she joined Schneider Electric as a management controller for
Schneider Electric Automation GmbH. Ms. Herbaut spent two years
as a management controller for Schneider Electric Automation Inc
in the US, before becoming Chief Financial Offi cer for Normabarre
(2000-2003) then for the Medium Voltage/Low Voltage Regional
Facilities Unit (2003-2007), later taking charge of the Alombard plant
(2007-2008). Since 2009, she has managed the Electrical Wiring
activity in the Business Unit LifeSpace for the EMEAS region. This
responsibility was extended to the global level in 2013 in the Partner
Activity. Ms. Herbaut has been a member of the Supervisory Board
of Schneider Electric SA representing the employee shareholders
since May 2012. She is also a Member of the Supervisory Board
of FCPE Schneider Actionnariat and FCPE Solidaire Schneider
Energie, and a Member of the Board of Directors of the SICAV
Schneider Energie Solidaire.
Mr. Thierry Jacquet (age: 48)
Thierry Jacquet holds a master’s degree in Management from the
Ecole Supérieure de Commerce in Grenoble and a degree from the
Grenoble Technology Institute. He studied Electrical Engineering at
the Paul Louis Merlin School and began his career in 1982 with the
Schneider Electric Group as a cable fi tter for very high voltage work.
After a period as a draftsman, in 1987 he was appointed to the
medium voltage technical sales business where he remained until
1999. After 1995, he was elected (CFDT - the French Democratic
Confederation of Labor) to the Worker’s Council of Schneider Electric
Grenoble and to the Central Company Committee for Schneider
Electric where he was Chairman of the economic commission from
2003-2006. Since 2007, he has been a member of the European
Company Committee of Schneider Electric and secretary of
this committee since 2009. Since 1997, Mr. Jacquet has been a
member representing the employees of the Supervisory Boards of
the FCPs (mutual funds) of Schneider Electric’s company savings
plans (Actionnariat, Diversifi é, Sécurité and Inter-Expansion). He
was Chairman of the Supervisory Board of the FCPE Schneider
Actionnariat from March 2011 to October 2012 and a Member of
the Supervisory Board of the FCPE (actionnariat) Schneider France
Germany.
Mr. Jean-Michel Védrine (age: 51)
Jean-Michel Védrine holds a D.U.T degree in physical measurements
from the University of Clermont-Ferrand. He began his career with
the Group in 1983 in a research unit at Télémécanique. After 8years
spent researching electrical connectors and plastics, he worked
on contact reliability, and from 1996 to 2010 on the validation of
new Control products. Since 2010, he also assumed the task of
partial validation of new products with Asia. Mr. Vé drine is a member
elected by employee shareholders of the Supervisory Board of
FCPE Schneider France Germany.
Determination of the annual amount of the
attendance fees awarded to the Board of
Directors
- thirty-eighth resolution -
The thirty-eighth resolution proposes to establish the annual amount
of the attendance fees to be awarded to the Board of Directors.
The current remuneration of the Supervisory Board represents a
budget of EUR1.5 million, which is divided into a remuneration
of EUR500,000 for the Chairman of the Supervisory Board and
EUR1million in attendance fees awarded to the Supervisory Board
and split among its members based on their participation in the
meetings of the Board or membership in a committee.
The new governance structure will lead to greater involvement of
the members of the Board of Directors and more committees with
a greater number of committee meetings. In addition, it appears
that the current level of attendance fees makes it more diffi cult to
recruit foreign directors. The level of remuneration in other countries
is signifi cantly higher. It is also proposed that the attendance fees
be increased to EUR1.3 million, provided that the Vice-Chairman
and Senior Director receives remuneration of EUR300,000 paid
in respect of his responsibilities. The total remuneration of the
Members of the Board of Directors will thus represent a budget of
EUR1.6million, an increase of 6.7% over the current budget.
Extraordinary Meeting of the 9th and 10th to 20th resolution
Transfer of authorizations to the Board of
Directors
- ninth resolution -
You are asked to transfer to the Board of Directors the two
authorizations that allow the Management Board to undertake
capital increases for employees. These two authorizations will be
used to carry out the capital increase for employees in June 2013.
Authorization of the Board of Directors
to carry out a capital increase with or
without pre-emptive subscription rights of
shareholders
- tenth to fifteenth resolutions -
We are tabling resolutions to renew authorizations to existing
authorizations to increase the Company’s capital.
You have authorized the Management Board to issue shares,
shares with equity warrants, convertible bonds, stand-alone equity