APC 2012 Annual Report Download - page 282

280 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8MANAGEMENT BOARD REPORT TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
will be subject to performance criteria, and 50% of the shares
granted to other benefi ciaries in this framework will be subject to
performance criteria.
•the performance criteria are related to an adjusted EBITA target
operating margin and the performance of the Planet & Society
Barometer, which will be fi xed by the Board of Directors. To give
the Board greater fl exibility, weighting between these two criteria
can vary between 80% and 60% for adjusted EBITA criterion and
20% and 40% for the social responsibility criterion. The adjusted
EBITA margin objective will be in the range of the Group’s long-
term profi tability objectives. The Board of Directors will make
decisions dynamically within this range.
We also remind you that the senior corporate offi cers are bound
by obligations to retain their shares, which are presented on pages
133 and following .
In accordance with the provisions of the French Commercial Code,
it is the responsibility of the Board of Directors to determine the
identity of benefi ciaries of the allocations, as well as the conditions
and, where appropriate, the criteria for allocation of shares.
Authorization is granted for a period of 38 months.
Since the shares that may be so allocated may be shares to be
issued, the authorization involves the waiver by shareholders of their
pre-emptive right to free shares to be issued.
Authorization given to the Board of Directors
to grant stock options to corporate officers
and employees of the Company and its
subsidiaries and affiliates, with waiver
by shareholders of their pre-emptive
subscription rights
- seventeenth resolution -
In April2011, the Shareholders’ Meeting authorized the Management
Board to grant options to corporate offi cers and employees of
Schneider Electric SA and its subsidiaries and affi liates, as defi ned
in article L.225-180 of the French Commercial Code, within the
limit of the number of options granted and not yet exercised of 1%
of the capital.
The Management Board did not make use of this authorization.
The authorization expires in 2014, but the Management Board
nevertheless asks you to renew it forthwith for a period of 38months,
subject to the following conditions:
•the total number of options granted and not yet exercised is
limited to 0.5% of the capital;
•the annual number of options granted to the Company’s senior
corporate offi cers (the CEO and the Executive Vice President in
charge of fi nance) pursuant to this authorization may not exceed
0.03% of the capital;
•the period of validity of the options may not exceed ten years;
•the exercise price may not be lower than the average of the
opening prices quoted for the Company’s shares over the twenty
trading days preceding the decision to grant the options;
•100% of the options granted to the Company’s senior corporate
offi cers and to members of the Executive Committee, in the
framework of the Group’s annual long-term incentive plans,
will be subject to performance criteria and 50% of the options
granted to other benefi ciaries in this framework will be subject to
performance criteria. These performance criteria are related to an
adjusted EBITA target operating margin and the performance of
the Planet & Society Barometer, which will be fi xed by the Board
of Directors. The weighting between these two criteria can vary
between 80% and 60% for adjusted EBITA criterion and 20%
and 40% for the social responsibility criterion. The adjusted
EBITA margin objective will be in the range of the Group’s long-
term profi tability objectives. The Board of Directors will make
decisions dynamically within this range.
For the latest plan put in place in December 2009 under the 2010
long-term incentive plan, the performance criteria were as follows:
•for 80% of the options allotted under condition of performance, an
average level for 2010 and 2011 of EBITA excluding restructuring
costs and the impact of acquisitions made after 31December
2009: no options may be exercised for EBITAR of under 12.5%,
100% of options may be exercised for EBITAR of at least 13.5%,
with a linear distribution between both points. However, the goal
communicated to the market in early December 2009 was an
EBITAR margin of around 12.5%;
•for 20% of the options allotted subject to performance criteria, a
portion of the Group revenues earned in emerging economies (at
constant exchange rates and excluding impacts from acquisitions
made after December31, 2009), 100% of the options allotted
under these conditions may be exercised for a percentage of at
least 34%; no options may be exercised for a percentage under
32%, with a linear distribution between both points.
Since 1995, almost all plans for long-term incentive plans in the
form of options are subject to performance criteria on all or part
of the options granted. Over the 2000-2012 period, nearly 20% of
the options subject to performance criteria were canceled due to
the failure to meet these conditions. Of the last two stock option
plans implemented in the context of the 2009 and 2010 long-term
incentive plans, 20% of the options granted under the 2009 plan
were canceled. All of the performance criteria with which current
plans were matched are presented on pages 133 and following
.
We also remind you that the senior corporate offi cers are bound by
obligations to retain their options, which are presented on pages
133 and following .
The options granted in this way may be options to subscribe
shares. The authorization involves the waiver by shareholders of
their pre-emptive subscription rights to shares to be issued upon
the exercise of options.