APC 2013 Annual Report Download - page 301

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
MrEmmanuel Babeau, Executive Vice-president in charge of finance and legal affairs.
I – Elements of compensation due or awarded for financial year 2013
Amounts submitted to the vote Description
Fixed part
1) €550,000 Annual fixed compensation as of January1, 2013 set by the supervisory board of
February20, 2013.
Annual variable
2) €695,200 The variable part is 90% of the fixed part. This part may vary from 0 to 180%
portion depending on the achievement of objectives. The board meeting of February19,
2014 set the 2013 variable part paid in March2014 at 126.4% of fixed part.
This achievement is broken down as follows:
in connection with Group criteria, the variable part amounted to 72.4% of
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 target;
a component comprising criteria that are in line with the Connect company
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program and social and environmental responsibility, evaluated amoung other
things through customer satisfaction, solutions development and trends in the
Planet & Society barometer.
with respect to individual objectives, the board set the variable part at 54% of
2) fixed part.
Performance
3) €1,184,400 for 24,000 These 24,000 performance shares were allocated within the France plan to
shares performance shares according to MrBabeau.
the IFRSvaluation 100% of these 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
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Society barometer” 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.
15% of the shares acquired are subject to mandatory retention until the
termination of the duties of MrBabeau. Furthermore, in case of termination,
MrBabeau 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Babeau holds Schneider Electric
shares with a value representing two years of basic fixed compensation.
The percentage of capital represented by MrBabeau's allocation is 0.004%.
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) N/A
fees
Fringe benefits
5) €1.400 Mr Babeau received the employer matching contribution paid to employees
subscribing to the capital increase reserved for employees. board of directors'
authorization: April 25, 2013.
Mr Babeau benefited from the profit-sharing and profit-based incentive plans.
€7.989 Board authorization: April 25, 2013.
Mr Babeau benefited from a company car.
€3.932
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