APC 2013 Annual Report Download - page 297

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Dividend payments authorized by Schneider Electric SA for the last has fulfilled the performance criteria on which the payment
–
three years were as follows: of the Involuntary Severance Pay is contingent,and
is not or will not be entitled or in a position to accumulate
–
2010 2011 2012 the non-compete pay with the payment of a pension.
These non-compete commitments are limited to 1 year and
Net dividend paid per share
restated to reflect division of 1.60 1.70 1.87the par value by 2(1) (2)
remunerated up to a maximum of 60% of the authorized gross pay
(target compensation for MrTricoire, compensation paid to
MrBabeau).
The full dividend is eligible for a 40% deduction for individuals (1)
resident for tax purposes in France. The company paid no
dividends that were ineligible for the allowance.
The stock split (division of the par value) took effect on (2)
September2, 2011.
In the same resolution, we ask that you also approve:
Finally, under this resolution, you also take note of the
–
information provided in the statutory auditor’s report
(page305) on regulated agreements and commitments
made in previous years.
By the fifth resolution, we request that you approve the renewal
of the status of MrTricoire, in accordance with the provisions of
Agreements regulated by articlesL.225-38
the TEPA Act.
We remind you that pursuant to the AFEP/MEDEF
andL.225-42-1
recommendations of October2008, MrTricoire had agreed to
– Resolutions from the fourth to the sixth
resign from his employment contract on the occasion of the
resolutions. –
renewal of his term as Chairman of the management board in
2009. Furthermore, in agreement with MrTricoire, the supervisory
We request that you approve the regulated agreements presented board has defined a status which was approved by the Annual
in the statutory auditor’s report drawn up pursuant to General Meeting of 2009. The annual general meeting of 2012
articleL.225-40. These agreements concern: approved its renewal.
on one hand, the compensation of the Lead Director as well as
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The status thus renewed granted MrTricoire, who is covered by
the adjustments to the top-hat pension scheme applicable to the Group's top-hat pension scheme for French executives and is
executive corporate officers (Chief executive officer and subject to a non-compete obligation, presented above, for the
Executive Vice-president) and the non-compete agreements benefit of:
binding them to the company;
the Schneider Electric SA and Schneider Electric1°)
on the other hand, the elements of the status of executive
lIndustriesSAS employee benefit plan for health, incapacity,
corporate officers who, pursuant to the TEPA Act require
invalidity and death, as well as the supplementary cover for
approval by the annual General Meeting on the occasion of any
health, incapacity, invalidity and death for the Group's French
new appointment or renewal of appointment.
executives;
By resolution fourth, we request that you approve the agreement
compensation in the event of termination capped at two2°)
setting the annual compensation for MrHenri Lachmann at
years of his target remuneration (fixed salary and target
EUR250,000 for his duties as Vice-president/Lead Director, on the
bonus, hereinafter the maximum amount) taking into account
understanding that MrLachmann as Director also receives
compensation provided for in the non-compete agreement
attendance fees which in 2013 amounted to EUR89,000 It is also
described below and subject to performance criteria;
decided that the resources placed at the disposal of MrLachmann
the right to retain, subject to performance criteria, the benefit3°)
as part of his duties as Vice-president/Lead-Director relate to the
of his stock options, stock grants and performance shares
use of an office, the services of an assistant and the possibility of
granted to him or that will be granted to him, should he leave
using the cars of the Group's senior management with ou without
the company.
chauffeur services. Pursuant to the TEPA Act, the board of directors was required to
By the same resolution, we request that you also approve: renew these elements of the status of MrTricoire owing to his
an amendment to the top-hat pension scheme for executive
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appointment as Chief executive officer. However, on this occasion,
corporate officers which seeks to prevent, in accordance with the board decided to define more restrictive conditions, given
AFEP/MEDEF guidelines, the accumulation of involuntary below, for the commitments linked to a departure from the Group.
severance pay with a pension allowance. It is hereby henceforth The board therefore decided that MrTricoire:
expected that if the persons concerned find themselves in a
who benefits from the Schneider Electric SA and Schneider1°)
situation where they receive involuntary severance pay, although
Electric IndustriesSAS employee benefit plan for health,
they could within a short time claim a pension entitlement, the
incapacity, invalidity and death, is entitled to the
right to receive income under their top-hat pension scheme shall
supplementary for health, incapacity, invalidity and death for
be postponed by 2 years;
the Group's French executives. This contingency and
the modification of the non-compete agreements applicable to
lsupplementary cover compensation is subject to
executive corporate officers to account for the new
performance criteria. Compensation is subject to the
AFEP/MEDEF recommendations. It is now expected that the
fulfillment of one of the following two criteria: A positive
board will decide on the application or not of the agreement
average net profit for the five years preceding the event, or
upon the departure of the person concerned, unless this
positive average free cash flow for the five years preceding
departure is the result of a voluntary resignation (excluding
the event;
Involuntary Departure) and insofar as the concerned party:
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC