APC 2013 Annual Report Download - page 309

SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
Mr. Emmanuel BABEAU retains forthwith, subject to performance
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the board of directors shall rule on the application or the
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criteria and only in the event of his Involuntary Departure, the non-application of the agreement at the time of departure of the
benefit of all his stock options, stock grants or performance shares interested person, unless the aforesaid departure results from a
or any other shares granted to Mr. Emmanuel BABEAU or that will voluntary departure (excluding Involuntary Severance) and
be granted to him. The performance criterion depends on the provided that the interested party:
mathematical average of the rate of achievement of Group
has satisfied the conditions criteria regulating the payment
–
performance objectives, used to determine Mr. Emmanuel
of Involuntary Severance Pay, and
BABEAU’s bonus for the three completed financial years preceding
is not nor shall not be entitled to accumulate his
–
his departure, will be equal to at least 66.67percent of the target
non-compete compensation with payments from a pension
and on the condition that Mr. Emmanuel BABEAU’s termination
plan.
does not occur as a result of serious or gross misconduct.
In all other cases, the board of directors shall rule, within a
The status of Mr. Emmanuel BABEAU is subject to approval by the period to not exceed eight days from the date of departure of
shareholders’ meeting convened to approve the financial the interested party, on the application or the non-application of
statements for the year ended December 31, 2013. the non-compete agreement.
Agreement relating to the remuneration for special
Amendment of the non-compete agreements of Messrs.
Jean-Pascal TRICOIRE and Emmanuel BABEAU are subject to
assignments conducted by the
approval by the shareholders’ meeting convened to approve the
Vice-chairman/Lead-Director and the resources
financial statements for the year ended December 31, 2013.
placed at his disposal
Amendment of the top-hat pension plan of Messrs.
Person concerned: Mr. Henri LACHMANN
Jean-Pascal TRICOIRE and Emmanuel BABEAU
(Vice-chairman/Lead-Director)
The board of directors, in its meetings of April 25, 2013, authorised Persons concerned: Messrs. Jean-Pascal TRICOIRE (Chairman
the remuneration of Mr. Henri LACHMANN with regard to his and Chief executive officer) and Emmanuel BABEAU (Deputy Chief
assignments as Vice-chairman/Lead-Director pursuant to the executive officer in charge of finance and legal affairs)
statutes and internal guidelines of the board of directors, in the The supervisory board, in its meetings of February 21, 2012 and
amount of 250,000 euros per annum payable on a quarterly basis. May 3, 2012, decided that, as described in the second part of our
It is also agreed that the resources placed at the disposal of Mr. report, Messrs. Jean-Pascal TRICOIRE and Emmanuel BABEAU
Henri LACHMANN in the framework of his assignments as shall benefit from the top-hat pension plan with defined benefits for
Vice-chairman/Lead-Director shall include an office, the services of the Group’s senior executives subject to French social security
an assistant and the possibility of utilizing the automobiles plans (article 39). The aforementioned benefit was approved by
assigned to Executive Management. your shareholders’ meetings of May 3, 2012 and April 25, 2013.
The agreement entered into with Mr. Henri LACHMANN is subject The supervisory board, in its meetings of April 23, 2009 and
to approval by the shareholders’ meeting convened to approve the December 17, 2009, authorised, as described in the second part
financial statements for the year ended December 31, 2013. of our report, Mr. Emmanuel BABEAU to benefit from the defined
Amendments to the non-compete agreements
top-hat pension plan (article 83) designed for company directors,
executive employees and for all company employees.
entered into for the benefit of Messrs. Jean-Pascal
Your board of directors, in its meetings of April 25, 2013 and June
TRICOIRE and Emmanuel BABEAU
18/19 2013, confirmed the continuation of the benefit of these
Persons concerned: Messrs. Jean-Pascal TRICOIRE (Chairman rights and authorised the following change pursuant to the
and Chief executive officer) and Emmanuel BABEAU (Deputy Chief recommendations of the AFEP/ MEDEF code of June 2013: The
executive officer in charge of finance and legal affairs) aforementioned change stipulates that, if the interested parties are
to be provided compensation under the Involuntary Severance Pay
The supervisory board, in its meetings of February 18, 2009 and
scheme while, at the same time, they have the possibility of
February 21, 2012, authorised the non-compete agreement in favor
receiving pension benefits, for a brief interim period, the right to
of Mr. Jean-Pascal TRICOIRE. The aforementioned non-compete
annuity payments in respect of their top-hat pension plans shall be
agreement was approved by your shareholders’ meetings of April
deferred for a period of two years.
23, 2009 and May 3, 2012. In addition, Mr. Emmanuel BABEAU is
entitled to an agreement of the same nature by virtue of his
The amendment of the top-hat pension plan is subject to approval
employment contract with Schneider Electric Industries SAS.
by the shareholders’ meeting convened to approve the financial
statements for the year ended December 31, 2013.
The board of directors, in its meetings of April 25, 2013, June
18/19 2013 and October 24, 2013, authorised, the non-compete
Agreements already approved by the general
agreements of Messrs. Jean-Pascal TRICOIRE and Emmanuel
BABEAU in accordance with the following conditions and pursuant
meeting of shareholders
to the recommendations of the AFEP/ MEDEF code of June 2013:
the non-compete agreement that binds the interested party to the
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In accordance with article R. 225-30 of the French commercial
company shall not exceed one year and shall be remunerated in an
code (Code de commerce), we have been advised that the
amount not exceeding 60 percent of authorised gross
implementation of the following agreements and commitments
remuneration (the target remuneration as regards Mr. Jean-Pascal
which were approved by the General Meeting of Shareholders in
TRICOIRE and the remuneration provided to Mr. Emmanuel
prior years continued during the year:
BABEAU);
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC