APC 2014 Annual Report Download - page 160

3CORPORATE GOVERNANCE
REGULATED AGREEMENTS AND OBLIGATIONS
Regulated agreements 8.
andobligations
Agreements and obligations of 2014 financial year (see chapter8, page295)
Compensation of the Vice-chairman lead
as defined in the statutes and the board’s internal regulations and
procedures, MrLeo Apotheker will receive a salary of EUR250,000
director
per year payable semi-annually in the framework of an agreement
The board of directors of May6, 2014 decided on the provided for in articleL.225-46 of the French Commercial Code.
compensation of the Vice-chairman lead director. It therefore
stipulated that as part of his duties as Vice-President lead director
2015 Agreements (cf. Chapter 8, pages 296 and 297)
The board of directors of February 18, 2015 decided to put an allowance, in case of disability which payment would start at
end, for the executive directors, to the benefit of the top-hat 60;
pension schemes (article 39) implemented in 1995 and 2012
That, besides, complementary life & disability indemnities on(iii)
except the life & disability (death, invalidity) coverage provided
health, incapacity, disability, death risks which he might be
under these scheme.
entitled to will be calculated on the basis of his global
The implementation of this decision lead the board of directors to compensation (fix, variable and annual complementary
amend Mr. Tricoire’s status and renew Mr. Babeau’s status. remuneration).
Renewal of Mr. Babeau’s status
Amendments to Mr. Tricoire’s status
Mr. Babeau who benefit from the defined benefit top hat plan
The board of directors stated: (article 39) pursuant to his employment contract with Schneider
That Mr. Tricoire, who loses the benefit of former and new (i)
Electric Industries SAS has resigned from such employment
defined benefit top hat schemes (article 39) for Group’s top contract in order to enforce the board’s decision to remove the
executives; benefit of this advantage to executive directors in his respect. The
board of directors has therefore renewed the elements of his status
That Mr. Tricoire retains the benefit of a survivor’s annuity for (ii)
pursuant to his employment contract with Schneider Electric
surviving spouse in case of death before the end of his
Industries SAS at the level of Schneider Electric SE. The board of
mandate or before retirement in case of departure before the
directors, on that occasion, totally aligned Mr. Babeau’s status
age of 55, without pursuing any professional activity, further to
with that of Jean-Pascal Tricoire.
dismissal or in case of disability, as well as a pension
Agreements signed during previous years and approved by the Annual
Shareholders’ Meeting (see chapter 8 pages 315 to 317)
Status of Jean-Pascal Tricoire
status in 2013 and approved by the General Assembly of May 6,
2014, Mr. Tricoire:
Pursuant to the provisions of the TEPA Act, at its meetings of April
Who is covered under the Schneider Electric SE and1)
25, June 18 and 19, 2013 and October 24, 2013, the board of
Schneider Electric IndustriesSAS employee benefit plan with
directors renewed the status of Jean-Pascal Tricoire as adopted by
health, disability and death coverage, is also covered under
the supervisory board in 2012 subject to a number of adjustments
the employee supplementary health, disability and death
primarily related to new recommendations of AFEP/MEDEF code.
coverage available to the Group’s senior executives; and
As a reminder, Jean-Pascal Tricoire agreed to resign from his work
under individual Group accident policies. The contingency
contract with the Schneider Electric Group (where he had 22
coverage and supplementary or insurance coverage are
years’ seniority) when his term as Chairman of the management
nevertheless subject to performance conditions;
board was renewed in May 2009; the supervisory board defined
Is entitled, subject to performance conditions, to Involuntary2)
his new status with his agreement. This status was approved at
Severance Pay, capped at twice the arithmetic mean of the
the General Meeting of April 23, 2009 and, with some adaptations
effective annual compensation (fixed and variable) for the last
in May 2012, upon renewal of his mandate as Chairman of the
three years, taking into account compensation provided for
management board. Under the terms of his renewed or amended
in the non-compete agreement provided for by the
158 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC