APC 2013 Annual Report Download - page 299

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
By the seventh resolution, you are kindly requested to give a MrJean-Pascal Tricoire and, by the eighth resolution, regarding
favorable opinion regarding the compensation elements for 2013 of those of MrEmmanuel Babeau.
MrJean-Pascal Tricoire, Chairman and CEO
I – Elements of compensation due or awarded for the year ended
Amounts submitted to the vote Description
Fixed part
1) €934,028 Annual fixed compensation of €900,000 from January1 to April25, 2013 set
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by the supervisory board of February20, 2013.
Annual fixed compensation of €950,000 from April26 to December31, 2013,
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set by the board meeting of April25, 2013.
Annual variable
2) €1,443,072 The variable part is 110% of the fixed part. This part may vary from 0 to 220%
part depending on the achievement of objectives. The board meeting of February19,
2014 set the 2013 variable part paid in March2014 at 154.5% of the fixed part.
This achievement is broken down as follows:
in connection with Group criteria, the variable part amounted to 88.5% of the
1) fixed part;
The Group criteria include:
a Group economic criteria component. These criteria are based on organic
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sales growth, adjusted EBITA and cash generation targets;
a component comprising criteria that are in line with the Connect company
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program and social and environmental responsibility, evaluated amount other
things through customer satisfaction, solutions development and trends in the
Planet & Society barometer targets.
with respect to individual objectives, the board set the variable part at 66% of
2) fixed part.
Performance
3) €740,250 for 15,000 The 15,000 performance shares were allocated, in the context of the France
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shares performance shares according plan, to MrTricoire in his capacity as Chairman of the management board of
to the IFRSvaluation Schneider Electric SA.
€1,599,150 for 35,000 The 35,000 performance shares were allocated, in the context of the
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performance shares according international plan, to MrTricoire in his capacity as executive director of
to the IFRSvaluation Schneider Electric Asia Pacific.
100% all performance shares are subject to performance criteria:
80% of the shares are contingent on the level of achievement of an adjusted
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EBITA operational margin objective at constant perimeter (consolidation scope
on December31, 2012) for the 2013 and 2014 financial years included within
a range of 13% to 17%, which is the Group's objective through a normal cycle
of activity; this objective was presented in early 2012, in the framework of the
Connect program.
The operating margin objective being based on an average over the period
2013/2014, it is not disclosed to avoid interfering with the annual objectives
communicated to the market;
20% of the shares are contingent on the progression of the “Planet and Society
Barometer” index at the end of 2014 according to the foloowing modalities: 0% if
the index is lower or equal to 7, 100% if the index is higher or equal to 8, with a
linear progression between the two points.
25% of the shares acquired are subject to mandatory retention until the
termination of the duties of MrTricoire. Furthermore, in case of termination,
MrTricoire is required to reinvest 10% of the disposal price in Schneider Electric
shares (net of taxes and contributions).
These obligations are suspended insofar as MrTricoire holds Schneider Electric
shares with a value representing three years of basic fixed compensation.
The percentage of capital represented by MrTricoire's allocation is 0.009%.
Annual General Meeting authorization date: April21, 2011
Resolution number: 21st
Date of the management board's allocation decision: March28, 2013 pursuant
to authorization by the supervisory board on February20, 2013
Attendance
4) €0 Mr. Tricoire has waived his attendance fees.
fees
Fringe benefits
5) €1.400 This related to the employer matching contribution paid to employees subscribing
to the capital increase reserved for employees.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC