APC 2013 Annual Report Download - page 157

CORPORATE GOVERNANCE
INTERESTS AND COMPENSATION OF GROUP SENIOR MANAGEMENT
Exercise of options and performance shares made available during
thefinancialyear
Exercise of stock options or share purchase options during the financial year by each executive director
Number of
Plan no. Plan date Exercise price Exercise dateoptions exercised
Jean-Pascal TRICOIRE - - - - -
Emmanuel BABEAU 32 08/21/2009 10,000 31.30 10/28/2013
Performance shares made available for each executive director
Number of shares
Acquisitionmade available during
Name Plan no. Plan date Date of availabilitythe financial year conditions
3
Jean-Pascal TRICOIRE - - - - -
Emmanuel BABEAU - - - - -
Commitments made to the benefit of the
and for Group employees in France, managed by
Malakoff-Médéric (see page146).
executive directors
Life, disability and accident plans
In accordance with AFEP-MEDEF guidelines, Jean-Pascal Tricoire
resigned from his work contract when he was reappointed MrTricoire and MrBabeau, who are granted benefits under the
Chairman of the management board on May3, 2009. The Schneider Electric SA and Schneider Electric IndustriesSAS
supervisory board has defined the benefits granted to him as employee benefit plan, which offers health, disability and death
Chairman of the management board. The 2009 Shareholder’s coverage, also have additional coverage for health, disability and
Meeting approved the status as defined. This new status was death available to Group Senior Management under French
renewed and approved by the General Meeting in 2012 in relation contract, as well as Group personal accident insurance policies in
to the renewal of Mr.Tricoire's term in office. Due to the change in case of disability or death resulting from an accident. Eligibility for
governance, the status of Jean-Pascal Tricoire was renewed by this supplementary coverage and for the benefits under the
the board of directors at its meetings on April25 and June18 and Group's personal accident insurance policies is subject to one or
19, 2013. more of the following performance criteria: the average net profit
for the last five financial years preceding the event is positive or
However, the board tightened the conditions under which benefits the average free cash flow for the last five years is positive.
are granted to him if he left the Group. Accordingly, among other
things, the performance conditions related to the Involuntary
Agreements related to resignation
Severance Pay were made more stringent (see Report to the
Shareholders’ Meeting, page 296). The right to retain all of the
Non-compete agreement
stock options, stock grants/performance stock grants allocated to
him has been restricted only for the event of Involuntary MrTricoire and MrBabeau are bound by a non-compete
Severance. agreement in case of resignation from the Group. The one-year
agreement calls for a compensation to be paid at 60% of fixed
Due to the change of governance, the board of directors also and target variable parts for MrTricoire, and at 50% of fixed and
approved the status of Emmanuel Babeau. This status was variable parts for MrBabeau, which is increased to 60% in case of
aligned, with certain limitations/reservations related to his status dismissal.
as an employee, with that of Jean-Pascal Tricoire (see Report to
Shareholders’Meeting page296). In line with the recommendations of the AFEP/MEDEF Code, at its
meeting of October 24, 2013 the board decided that, for any
The Shareholders’ Meeting of 6 May 2014 will be invited to resignation other than voluntary, it will have to decide on the
approve the renewal of Mr. Tricoire’s status (fifth resolution) and application or not of the non-compete clause. However, with
Mr. Babeau’s new status (sixth resolution). regard to voluntary resignations, the board decided that a release
Long-term commitments
from the non-compete obligation may be given through an
agreement with the person under such obligation. However, this
Pension obligations
exc,eption is not applicable if such person leaves while the
performance conditions required for involuntary severance pay
MrTricoire and MrBabeau are covered by the defined-benefit have not been met, and does not or will not have rights to or is
top-hat pension benefits for Group Senior Management not or will not be eligible to receive both non-compete
(article39), as described on page146. MrBabeau also benefits compensation and pension payments. In the latter case, the
from defined contribution plans (article83) set up for Group Senior board would decide on whether to implement the non-compete
Management, under a French contract and managed by Cardif, clause (see chapter 8, page 293).
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC