APC 2012 Annual Report Download - page 291

2892012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
SUPERVISORY BOARD COMMENTS ON THEREPORT OF THE MANAGEMENTBOARD
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3. Supervisory Board
comments on thereport
of the ManagementBoard
and Financial Statements
pursuanttoarticleL.225-68
oftheFrenchCommercialCode
Your Supervisory Board would like to thank the teams and
especially the Management Board, which, in a complex economic
environment, have made 2012 a year of consolidation and improved
economic performance.
The Group’s results for the fi nancial year ended December31, 2012
refl ect:
•revenue of EUR24billion, an increase of 7% over 2011;
•adjusted EBITA up 10% (EUR3.5billion), a record high;
•adjusted EBITA operating margin at 14.7%, up 0.4points;
•adjusted net income of more than EUR2billion;
•record free cash fl ow of EUR2.1billion;
•net earnings per share of EUR3.73, up 11%;
•a dividend proposal of EUR1.87 per share, an increase of 10%.
This performance illustrates the soundness of the strategy that
has positioned Schneider Electric on the sustainable and growth
markets in the area of energy effi ciency while maintaining a
balanced and diverse geographic exposure. It also illustrates the
quality of the implementation of our strategies and how rigorously
we are implementing the new “Connect” c ompany program.
Your Supervisory Board also wishes to acknowledge the
performance in the area of social and environmental responsibility.
In one year, the Planet & Society Barometer, which measures the
Group’s commitments in this area based on 14 criteria, rose from 3
at 6.43, while the objective of the “Connect” program is to raise it
to 8/10 by the end of 2014. The Supervisory Board is pleased that
the performance of this indicator partially determines the variable
portion of the remuneration of all Group managers and senior
executives.
Your Supervisory Board has refl ected extensively on the organization
of corporate governance, following the decision by Mr. Henri
Lachmann to resign as Chairman of the Supervisory Board.
At the initiative of Mr. Lachmann, it proposes that the governance
be changed to establish a Board of Directors composed of the
current members of the Supervisory Board and Mr. Jean-Pascal
Tricoire, to whom it will transfer the functions of President and
Chief Executive Offi cer. This choice is based on his performance as
Chairman of the Management Board, his leadership and the high
level of transparency he has shown vis-à-vis the Supervisory Board.
Your Supervisory Board asks you to adopt all of the resolutions
proposed and/or approved by the Management Board that are
subject to the approval of the Shareholders’ Meeting.