APC 2013 Annual Report Download - page 158

3CORPORATE GOVERNANCE
INTERESTS AND COMPENSATION OF GROUP SENIOR MANAGEMENT
Involuntary Severance Pay
If the Group Criteria are:
MrTricoire and MrBabeau benefit from involuntary Severance less than two-thirds achieved: no compensation will be paid;
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Pay, capped at twice the average of their effective annual two-thirds achieved: he will receive 75% of the Maximum
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compensation (fixed and variable part) for the last three years (in Amount;
cash to the exclusion of all other components), authorized by the at least 100% achieved: he will receive 100% of the Maximum
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board (hereafter, “Maximum Amount”), taking into account the Amount;
non-compete compensation and subject to performance
between 66% and 100% achieved: he will receive between
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conditions.
75% and 100% of the Maximum Amount calculated on a
The right to involuntary severance pay is available in the following straight-line basis according to the rate of achievement;
cases: To date, the achievement rate of Group performance criteria for
dismissal, non-renewal or resignation as CEO / Deputy CEO(i)
the previous three financial years is, on average, 117,4%.
in the 6 months following a material change in Schneider
Mr. Babeau, who has a work contract, is eligible, in the event of
Electric’s shareholder structure that could change the
termination, for termination benefits, pursuant to the industry
membership of the board of directors;
collective bargaining agreement (Convention Collective Nationale
dismissal, non-renewal or resignation as CEO / Deputy CEO(ii)
des Ingénieurs et Cadres de la Métallurgie) or to statutory
in the event of a reorientation of the strategy pursued and
severance pay. These benefits are charged, as applicable, to the
promoted by him until that time, whether or not in
Involuntary Severance Pay.
connection with a change in shareholder structure as
Retention of stock options, stock grants and
described above;
performance shares
requested dismissal, non-renewal or resignation as(iii)
CEO/Deputy CEO when, on average, two-thirds of the
Mr. Tricoire and Mr. Babeau shall retain, subject to performance
Group performance criteria (to be distinguished from
condition, the benefit of their stock options, stock grants and
individual performance objectives) have been achieved for
performance shares granted to them or that will be granted to
the last four financial years from the day of his resignation
them in the event of Involuntary Severance during the vesting
(including the financial years during which he served at the
period or prior to having exercised said options. Accordingly, it is
management board).
specified that the foregoing will be applicable only provided that:
Involuntary Severance Pay will not be paid if a resignation is the the average rate of achievement of Group performance criteria
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result of serious or gross misconduct. that determine the performance incentive calculated for the last
Involuntary Severance Pay depends on the average rate of three financial years at the time of departure, is at least
achievement of the Group’s performance criteria (to be two-thirds of the objective;
distinguished from individual performance objectives) used to the resignation is not the result of serious or gross misconduct.
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determine the performance incentive for the last three financial
years preceding the date of the board meeting at which the
decision is made.
Compensation of Group Senior Management excluding executive directors
Scope of Senior Management in 2013
the Executive Vice-presidents of the Corporate Functions:
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Industrial Operations – Information Systems – Strategy –
Senior Management includes the Chairman and CEO and the Marketing – Global Human Resources;
Deputy CEO, assisted by the Executive Committee. The Executive the Executive Vice-presidents of Operations: Global Operations
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Committee (15 members) is chaired by the Chairman and CEO. It – North America Operations – China Operations;
includes, in addition to the Chairman and CEO and the Deputy the Executive Vice-presidents of Business Sectors: Partner –
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CEO in charge of Finance and Legal Affairs: End-User Business Group – Industry – IT – Customer Sensors &
Technologies.
156 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC