APC 2014 Annual Report Download - page 152

3CORPORATE GOVERNANCE
INTERESTS AND COMPENSATION OF GROUP SENIOR MANAGEMENT
On April25, 2013, the board of directors appointed Henri lead director, as defined in the articlesof association and internal
Lachmann as Vice-chairman lead director. The board of directors regulations and procedures of the board, at EUR250,000 per
set the compensation for his missions as Vice-chairman lead year.
director, as defined in the articlesof association and internal The board provided that Léo Apotheker and Henri Lachmann
regulations and procedures of the board, at EUR250,000 per could, in the performance of their missions as Vice-chairman lead
year. In addition, Henri Lachmann, as a former manager of the director use certain means of the Group's management and, as a
Group, has a supplementary retirement pension (article39). result, receive the services of an assistant, use an office at the
On May6, 2014, the board of directors appointed Léo Apotheker company headquarters, and use the car and driver services of the
as Independent Vice-chairman lead director. The board of Senior Management.
directors set the compensation for his duties as Vice-chairman
Compensation and performance shares for executive directors
The Group’s authorized global compensation of executive directors, for all their mandates/functions and allocated based upon decisions
taken by Group’s entities in which they perform their mandate/functions, was set by the board of directors during its meetings dated
February 19, 2014 and May 6, 2014 for 2014 and February 18, 2015 for 2015, on the proposal of its remuneration committee.
Mr. Jean-Pascal Tricoire, Chairman and CEO
Year 2014
Fixed part
for 25%, a component comprising criteria that are in line
–
with the Connect Company program and social and
The board of directors has set the total fixed annual compensation
environmental responsibility, evaluated among other things
for 2014 for Jean-Pascal Tricoire, Chairman and CEO, at
through objectives linked to customer satisfaction, services
EUR950,000. The fixed part of Mr. Tricoire’s compensation
development, key talents development and succession plan
remains unchanged since April25, 2013.
as well as trends in Planet & Society barometer);
individual objectives for 30%: individual performance is rated
2.
Variable part
based on specific objectives including Invensys integration,
The board of directors of February 19, 2014 set target variable part
solutions development, digitization, preparation of new
to 120% of the fixed part. The variable part ranges from 0% to
company program with the other objectives kept confidential
240% of fixed compensation.
to avoid making this valuable information available to
competition.
The board of directors adjusted Mr. Tricoire’s variable part target
from 110% of fixed part, which was set at this percentage on On the proposal of the Governance and remunerations committee
December 15, 2011 and February 21, 2012, to 120% to on February18, 2015, the board of directors approved as 2014
strengthen: variable part EUR1,500,000 paid in March2015. The variable part
was set at 157.9% of his 2014 fixed compensation (EUR 950,000).
remuneration’s variability in line with company performance,
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The breakdown of the variable part is as follows:
notably further to significant extension of Schneider Electric
perimeter with Invensys acquisition; and For Group criteria (70%), variable part amounted to 94.4% of
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fixed part;
his positioning by reference to the market both for CEOs of
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CAC40 companies and for CEOs of international companies (US For Individual objectives (30%), which are precised and as far
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and European) in the Group’s business segment based on a as possible quantified objectives, the board of directors set
panel of companies. variable part to 63.5% of fixed part, after having noticed that the
objectives have been met and exceeded
The board of directors has set the criteria of the performance
incentives, as well as the weight of these criteria and targets for
2014:
Group criteria for 70%, including:1.
for 45%, a Group economic criteria component. These
–
criteria are based on organic sales growth (15%), adjusted
EBITA (15%) and cash generation targets (15%);
Target Variable part
Criteria/Objectives Weight Amountvariable part achieved
Group 70% 84% 94.4% EUR896,800
Individual 30% 36% 63.5% EUR603,200
TOTAL 100% 120% 157.9% EUR1,500,000
150 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC