APC 2013 Annual Report Download - page 302

8SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
II – Other elements of compensation which were or are subject to the approval of the Annual General Meeting
pursuant to the regulation agreements
Amounts submitted to the vote Description
Severance pay €0 MrBabeau is entitled to Involuntary Severance Pay in the event of change of
control or strategy capped at twice the arithmetical average of his annual actual
fixed and variable remuneration for the last three years authorized by the board of
directors, including all other kinds of compensations to which MrBabeau would
be entitled under his work contract. (See chap.3-7 of 2013 reference document
and reports to the shareholders' meeting on May 6, 2014)
Board decision on June18 & 19 2013
Date of submission to the General Meeting: May 06, 2014
Number of resolution in the context of the regulated agreements procedure:6
Non-compete €0 MrBabeau may receive non-compete monthly compensation equal to 5/10 of his
compensation gross compensation (monthly average of fixed and variable part paid in the last
twelve months of presence) increased to 6/10 in case of dismissal. (See
chap.3-7 of 2013 reference document and reports to the shareholders' meeting
on May 6, 2014).
Date of board decision: June18 & 19, 2013
Dates of submission to the General Meeting: May 06, 2014
Number of resolution in the context of the regulated agreements procedure:4
Top-hat pension €0 MrBabeau is entitled to the defined-benefit top-hat pension plan (article 39) for
plan the Group's senior management subject to the French social security system in
addition to the defined contributions plans (article83) set up for Group senior
management under French contract and managed by Cardif and for all Group
employees managed by Malakoff-Médéric in France. See chap.3-7 of the
reference document.
Board decisions: 2009, 2012 and June18 & 19, 2013
Dates of submission to the General Meeting: 2010, 2012 and May6, 2014
Number of resolution in the context of the regulated agreements procedure:4
Composition of the board of directors
Officer and Member of the Group Executive Council of Fiat
Chrysler since September 2011.
– Ninth to Fifteenth resolutions –
After a career in the Land Systems Division of General
We remind you that the appointments of Messrs. Noël Forgeard, Dynamics, Ms. Knoll joined Industrial CNH in 1994 (Case
Willy Kissling, MrsCathy Kopp and Messrs. Henri Lachmann, Corporation at the time). She held various positions there,
Richard Thoman and Serge Weinberg expire at the end of the culminating in her appointment to multiple senior management
Annual General Meeting. In addition, the board of directors on positions.
October24, 2013 co-opted MrKim Jeong as a replacement for With the creation of CNH Global N.V. in 1999, Ms. Knoll
MrsDominique Sénéquier. became Vice-president and General Manager of the Group’s
Your board is working towards its “regeneration” with the Crop Production Global Product Line. From 2003 to 2005, she
objective of increasing its female quota, internationallization and was Vice-president for North America Agricultural Industrial
bringing new skills on board (including digitization and Operations. She then served as Vice-president for Worldwide
technologies, marketing, human resources), which will also Agricultural Manufacturing until 2007, managing twenty plants
rejuvenate its composition. With this in mind, the governance in ten countries, before being appointed Executive
committee has sought out the services of a head-hunting firm. Vice-president for Development of Agricultural Products. From
The priorities of this committee include strengthening the audit 2007 to 2011, she represented CNH as a board Member for
and risks committee and finding a successor to the Chairman of the National Association of Manufacturers.
the compensation, human resource and CSR committee. From 2010 to 2011, Ms. Knoll served as Interim President of
We propose the appointment of Linda Knoll as director because CNH Parts & Service, in addition to her duties as Senior
Mr. Weinberg, who for reasons of availability, does not want his Vice-president of Human Resources.
appointment to be renewed, and we that the other expiring Linda Knoll holds a Bachelor of Science Degree in Business
appointments be renewed. Administration from Central Michigan University.
The following is therefore proposed: Ms Knoll will be an independent director;
the appointment of Linda Knoll. Ms. KNOLL, 53, a U.S. citizen,
l
to renew the appointments of Messrs Kissling, Lachmann and
l
has been Chief Human Resources Officer and Member of the Thoman for a 2-year period due to the new statutory provisions
Group Executive Council of CNH INDUSTRIAL N.V. since relating to the age of board members, and of Mr. Kopp for a
September 2007. She has also been Chief Human Resources period of 4 years; their curriculum vitae is detailed from pages
128 to 134 of the registration document;
300 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC