APC 2013 Annual Report Download - page 149

CORPORATE GOVERNANCE
INTERESTS AND COMPENSATION OF GROUP SENIOR MANAGEMENT
applicable, rights acquired by virtue of seniority in the Group. The a spouse’s pension if a senior executive dies before retirement
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progressive scale for acquiring rights is on average 1.66% per year age, which is, however, limited to rights acquired by the date of
for newcomers to the Group, enabling them to reach a maximum death;
of the rights after 15 years' service. The new plan is contingent pension supplement paid to a Senior Manager from the
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upon completing a career in the company with the same flexibility retirement date after disability occurring during work activities.
introduced by Social Security in 2004. Therefore, conditional In line with the recommendations of the AFEP/MEDEF code, on
assurance of an income is maintained in case of dismissal or June18 and 19, 2013, it was decided by the board of directors
termination, producing the same effects as employee dismissal, that if Jean-Pascal Tricoire and Emmanuel Babeau are to receive
after 55 years of age without restarting work or for 2ndor involuntary severance pay while they have the possibility of
3rdcategory disability as defined by Social Security without asserting their pension rights within a short time period, then the
restarting work. In other cases, the new plan includes the right to receive an annuity under these top-hat pension benefits is
provisions of the closed plan, notably: deferred for two years.
limiting the top-hat pension to 25% of the reference salary
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Group Senior Managers, who are not covered under the French
considering the pension paid under article83plans Social Security system, are covered by pension plans in line with
implemented by the Group (unchanged from the closed plan); local practices in their respective countries.
the right to a widow/widower’s pension for the surviving spouse;
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Compensation of members of the board of directors**
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Members of the board of directors
for non-residents a supplementary share for each meeting of the
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board or Committees they physically attend in the amount of:
The General Meeting set total attendance fees at EUR1,000,000
EUR2,000 for residents of North America,
–
and the supervisory board has decided to allocate these fees as
EUR1,000 for residents of Europe;
–
follows: for the Chairman of the Audit committee, an additional fixed
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Board members and non-voting members resident in France
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compensation of EUR20,000;
receive a basic fee of EUR15,000 and members resident outside
for the non-voting Members, a fixed compensation ofb)
France receive double this amount;
EUR20,000, unless they are co-opted as a Director during
Board members receive an attendance fee of EUR5,000 for
lthe year, in which case they receive in their function as
each board meeting they attend;
non-voting member the fees paid to board members for
Board members who sit on the committees of the board receive
lattending meetings of the board and its Committees.
a fixed fee of EUR15,000, with the Audit committee Chairman The board of directors of April25, 2013 appointed Henri
receiving double this amount. Lachmann as Vice-chairman Lead Director. The board of directors
has fixed his compensation for his duties as Vice-chairman Lead
The General Meeting of April25, 2013, set total attendance fees at
Director, as defined in the articlesof association and internal
EUR1,300,000. The board of directors has decided to allocate
regulations and procedures of the board, at EUR250,000 per year.
these fees as follows:
The board of directors has stipulated that MrLachmann may also
for members of the board (member of the supervisory boarda)
use the cars made available to Group Senior Management, with or
and then Director):
without chauffeur.
a fixed compensation of EUR15,000 (calculated, where
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The supervisory board had set Mr. Lachmann's compensation as
appropriate, on a pro rata basis for the term that begins or ends Chairman of the supervisory board at EUR500,000 per year. In
during the year); addition, MrLachmann could use the chauffeur-driven Company
a share of:
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cars made available to the Group’s Senior Management and also
EUR6,000 for attending board meetings,
–
had a Company car. This benefit in kind can be estimated for the
EUR4,000 for attending the meetings of the Committees of
–
2013 financial year at EUR1,571.
which they are members;
In addition, Henri Lachmann, as a former executive of the Group,
benefits from supplementary retirement benefits (article39).
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC