APC 2012 Annual Report Download - page 292

290 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8 AUDITORS’ SPECIAL REPORTS
>
4. Auditors’ special reports
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements issued in French and it is provided solely
for the convenience of English speaking users.
The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modifi ed or not.
This report should be read in conjunction with, and construed in accordance with, French law and professional a udit ing standards applicable
in France.
Statutory Auditors’ special report on regulated agreements
To the Shareholders,
In our capacity as Statutory Auditors of Schneider Electric SA, we
present below our report on regulated agreements.
Our responsibility is to report to you, based on the information
provided, on the main terms and conditions of agreements that
have been disclosed to us or that we would have discovered at
the time of our work, without commenting on their relevance or
substance or researching the existence of other agreements. Under
the provisions of article R.225-58 of the French Commercial Code,
it is the responsibility of shareholders to determine whether the
agreements are appropriate and should be approved.
Furthermore, it is our responsibility, as appropriate, to inform you of
the information set forth in the provisions of article R.225-58 of the
French Commercial Code pertaining to the signing during the past
year of agreements already approved by the Shareholders at the
Shareholders’ Meeting.
We carried out our work on the fi nancial statements relating to
this mission in accordance with the professional standards of the
French Statutory Auditors’ Association. Those standards require
that we perform procedures to verify that the information given to
us agrees with the underlying documents.
Agreements submitted to the shareholders
forapproval at the Shareholders’ Meeting
Agreements and obligations authorized during
thefinancial year
Pursuant to the provisions of article L. 225-88 of the French
Commercial Code, we have been advised of the following
commitments and obligations, which were subject to advance
authorization by your Supervisory Board.
Amendment to the outsourcing contract
forthenewtop-hat pension plan with defined
benefits for the Group’s French senior executives
(new article 39)
Persons concerned: Mr. Jean-Pascal Tricoire (Chairman of the
Management Board) and Mr.Emmanuel Babeau (Member of the
Management Board)
Your Supervisory Board, in its meeting of February 21, 2012,
authorized the amendment of the supplementary defi ned benefi ts
pension plan for Group senior executives subject to French social
security plans (article 39), the benefi ts of the amended plan for
members of the Management Board and the signing by your
company of an outsourcing agreement for the new plan under the
terms of the regulated agreements and obligations. This agreement,
presented in the second part of our report, was approved by the
Shareholders at the Shareholders’ Meeting of May3, 2012.
As an addition to this agreement, your Supervisory Board, at its
meeting of May3, 2012, authorized the signing of an amendment
to this outsourcing contract to set April30, 2012 as the date of
entry into force of the outsourcing contract of the new article39
plan, which was originally set for July 1, 2012. The purpose of this
change was to align the date of entry into force of the outsourcing
contract of the new article 39 plan with that of the former article39
plans.
Outsourcing contract for the defined benefits
pension plan for the Group’s French senior
executives (former article 39)
Person concerned: Mr. Lachmann (Chairman of the Supervisory
Board)
Your Supervisory Board, in its meeting of May3, 2012, authorized
the signature on the same day of an insurance contract for defi ned
benefi t company pensions (Article L.137-11 of the Social Security
Code) with AXA France Vie in order to outsource commitments
under former article 39 plans:
•the 1995 senior executive plan (36 retirees, including the
Chairman of the Supervisory Board, and 10employees, including
the Management Board members);
•the former SPEP plan (1retiree);
•the former CAVICA plan (6retirees).
The principle of this outsourcing was authorized by the Supervisory
Board of December15, 2010.
The nature of the contract’s guarantees and the implementation
and operation methods were defi ned in accordance with legislative
and regulatory provisions. The contract was agreed with normal
insurance contract conditions, under which execution depends on
duration of human life.
It aims to guarantee payment of annuity arrears due under the rules
of the different plans for contracting companies. It takes effect on
April 30, 2012 and can be terminated each year by the parties
provided notice is given before October31 that will take effect on
December31 of the same year.