APC 2012 Annual Report Download - page 293

2912012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
AUDITORS’ SPECIAL REPORTS
Premiums paid by contracting companies under contracts
concluded with AXA France Vie are assigned to a collective pension
fund of the contracting companies to cover all or part of their
commitments under these plans.
The insurer is opening in its books an Annuities Guarantee
Fund in which the mathematical reserves comprise the income
guaranteed under the two contracts. The amount of the premiums
for pre-fi nancing of possible liabilities related to past services is
determined by considering the periodic actuarial analyses. The
fi nancing of benefi ts for which payment is transferred to the insurer
is calculated by the latter, on the basis of the regulatory tables.
Amendment to the status of Mr. Jean-Pascal Tricoire
Person concerned: Mr. Jean-Pascal Tricoire (Chairman of the
Management Board)
Pursuant to the TEPA Act, the Supervisory Board of 21February
2012 authorized the commitments and agreements in favor of
Mr.Jean-Pascal Tricoire which are presented in the second part of
our report. All of these conventions and agreements were approved
by your Shareholders’ Meeting of May3, 2012.
Your Supervisory Board, in its meeting of May3, 2012, decided
to provide that involuntary severance pay will not be due if the
dismissal or requested resignation of Mr. Tricoire is motivated by
serious or gross misconduct according to the criteria adopted by
jurisprudence.
This change of the status of Mr.Jean-PascalTricoire is subject to
approval by the Shareholders’ Meeting for approval of the fi nancial
statements for the fi scal year ended on December31, 2012.
Agreements already submitted
totheshareholders for approval
attheShareholders’ Meeting
Pursuant to the provisions of Article R. 225-57 of the French
Commercial Code, we were informed of the status of the
following agreements already approved by the shareholders at the
Shareholders’ Meeting in prior years, which were continued during
the past fi nancial year:
Changes to the top-hat pension plan with
defined benefits for the Group’s French senior
executives (authorized by the Supervisory Board
on February21,2012 and approved by the General
Assembly on May3, 2012)
Persons concerned: Jean-Pascal Tricoire (Chairman of the
Management Board) and Emmanuel Babeau (Member of the
Management Board)
Your Supervisory Board, in its meeting of February 21, 2012,
authorized the change to the top-hat pension plan with defi ned
benefi ts for the Group’s senior executives subject to French social
security plans (article 39), the benefi ts of the modifi ed plan for
members of the Board and the signing by your company of an
outsourcing agreement for the new plan under the terms of the
regulated agreements and obligations. The members of the Board
have a direct or indirect interest.
The modifi cation aims to make this plan compliant with the
AFEP/ MEDEF Business Governance Code by making provision for
linking acquisition of rights to length of service in the company. In
order to conform to these recommendations, it has been decided:
•to close the current article39 plan to all new entrants;
•to implement a new article 39 plan open to members of the
Executive Committee and the Management Board, which
provides for the progressive vesting of rights according to
seniority in the Group and the Executive Committee. Full rights
are gained after 15 years of service for a new entrant to the
plan, except for the Group service condition. Conditional rights
under the new plan are deducted from the current article39 plan
maintained for its current benefi ciaries.
This new plan is contingent upon completing a career in the
company with the fl exibility introduced by Social Security in2004.
A conditional assurance income is thus maintained in the event of
dismissal or redundancy after 55years of age without restarting
work or for 2nd or 3rd category disability as defi ned by Social
Security without restarting work.
In other cases, the new plan includes the provisions of the current
plan, notably:
–limiting the top-hat pension to 25% of the Reference Salary
(60% of the difference between the average remuneration
for the last 3 years and the total annuities paid from external
pension plans), taking into account the pension paid for the
article83 plans implemented by the Group (unchanged from
current plan),
–the right to a widow/widower’s pension for the surviving
partner,
–a spouse’s pension if a director dies before retirement age is
limited to rights acquired by the date of death,
–pension supplement paid to a director from the retirement
date after disability occurring during work activities.
•outsourcing of the new article 39 plan: this outsourcing is
mandatory. To this effect, an insurance contract for defi ned benefi t
company pensions (Article L.137-11 of the Social Security Code)
was signed on February23, 2012 by Schneider Electric SA and
Schneider Electric Industries SAS with AXA France Vie.
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
implementation depends on duration of human life.
Its purpose is to guarantee the payment of the annuity installments
due as payments under the new plan by contracting companies.