APC 2014 Annual Report Download - page 153

CORPORATE GOVERNANCE
INTERESTS AND COMPENSATION OF GROUP SENIOR MANAGEMENT
Year 2015
The shares will be allocated by the board of directors on
March27, 2015.
Fixed and variable part
Mr. Emmanuel BABEAU, Deputy CEO
On the proposal of the Governance and remunerations
committee, the board of directors of February18, 2015 set Mr.
Tricoire’s compensation for 2015. It breakdowns into a fixed
Year 2014
compensation amounting EUR950,000 and a target variable part
at 130% of fixed compensation, and within a range of 0% to
Fixed part
260% of fixed compensation. The board thus set the variable part
targets for 2015 as well as the weight of each of the criteria as The board of directors has set the 2014 total fixed annual
follows: compensation for Emmanuel Babeau, Deputy CEO, at
EUR550,000. The fixed part of Mr. Babeau’s remuneration
Group criteria for 75%, including:1.
remains unchanged compared to the one set on April25, 2013.
for 45%, a Group economic criteria component. These
–
Variable part
criteria include targets for organic growth in revenue,
adjustd EBITA and cash generation targets;
The board of directors of February 19, 2014 set target variable
for 30%, criteria that are in line with the company program
–
part to 100% of the fixed part. The variable part ranges from 0%
Schneider is On and social and environmental
to 200% of fixed compensation.
responsibility, evaluated in particular through the evolution
The board of directors adjusted Mr. Babeau’s variable part target
of the new Planet & Society Barometer. 3
from 90% of fixed part, which was set at this percentage on
Individual objectives for 25%: these objectives remain2.
December 15, 2011 and February 21, 2012 to 100% to
confidential as they might bring strategic information to the
strengthen:
competition.
remuneration’s variability in line with company performance,
l
Complementary remuneration
notably further to significant extension of Schneider Electric
The board of directors dated February 18, 2015 authorized a perimeter with Invensys acquisition; and
complementary remuneration to enable Mr. Tricoire to build up a his positioning by reference to the market both for financial
l
supplementary pension, knowing that the board of directors directors Deputy CEOs of CAC40 companies and for financial
decided to remove the benefit of the supplementary pension directors of international companies (US and European) in the
scheme ‘article 39’ for executive directors (see chapter 8, page Group’s business segment based on a panel of companies.
295 and seq.).
The board of directors has set the criteria of the variable part, as
Long-term incentive
well as the weight of these criteria and targets for 2014:
Group criteria for 70%, including:1)
Year 2014
for 45%, a Group economic criteria component. These criteria
l
The board of directors of March31, 2014 has decided the grant, are based on organic sales growth (15%), adjusted EBITA
in the framework of the long-term incentive plan for 2014, the (15%) and cash generation (15%);
allocation of 18,000performance shares under plan17 and for 25%, a component comprising criteria that are in line with
l
42,000shares under plan18. The allocation of these shares is the Connect Company program and on social and
entirely dependent on attaining Group performance criteria, in environmental responsibility, evaluated among other things
accordance with the AFEP/MEDEF recommendations. through customer satisfaction, services development, key
Accordingly, the final allocation of performance shares is subject talents development and succession plan, as well as trends in
to: Planet & Society barometer);
For 70%, a target operating margin of Adjusted EBITA for the
l
Individual objectives for 30%: individual performance is rated 2)
period 2014/2015, based on specific objectives including Invensys integration,
divestment of activities, with the other objectives kept
For 15%, a level of achievement of the new Planet & Society
l
confidential to avoid making this valuable information available
Barometer at the end of 2015, to competition.
For 15%, a level of achievement of the ROCE for the period
l
On the proposal of the Governance and remunerations
2014/2015. committee, the board of directors on February18, 2015 approved
They are also subject to a lock-up period (see page284). The as 2014 variable part EUR726,000 paid in March2015. It set the
portion of shares allocated to Mr. Tricoire represents 2.1% of the variable part at 132% of his 2014 fixed compensation
number of performance shares granted by the board of directors (EUR550,000). The breakdown of the variable part is as follows:
and 0.01% of capital at the date of this allocation. For Group criteria (70%), variable part amounted to 78% of
l
Year 2015
fixed part;
As part of the long-term incentive plan for 2015, the board of For Individual objectives (30%), which are precised and as far
l
directors agreed on an allocation of 60,000performance shares. as possible quantified objectives, the board of directors set
Pursuant to the AFEP/MEDEF recommendations, the allocation of variable part to 54% of fixed part, after having noticed that the
these shares is entirely dependent on attaining Group objectives have been met and exceeded
performance criteria. They are also subject to a lock-up period
151
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC