APC 2014 Annual Report Download - page 170

3CORPORATE GOVERNANCE
APPLICATION OF THE AFEP/MEDEF CORPORATE GOVERNANCE GUIDELINES
Application of the AFEP/MEDEF 10.
corporate governance guidelines
This sections is part of the Chairman of the board of directors' report.
Schneider Electric voluntarily refers to the AFEP/MEDEF corporate governance guidelines. However, as some of these guidelines may not
correspond to Schneider Electric’s specific situation, the Company has chosen not to implement the following recommendations:
Recommendation Schneider Electric practice
Non-compete agreement The non-competition agreement of corporate officers provides that
a mutual agreement is necessary to repeal the non-compete
The non-compete agreement must include a provision authorizing requirement only in the case of voluntary resignation and subject to
the board to waive its implementation upon the departure of the the condition that the performance conditions are met and that the
member of Senior Management. The board decides on the senior manager does not or will not have rights to or is not or will
application of the agreement at the time of departure of the senior not be in a position to accumulate the non-compete indemnity with
manager, particularly when he leaves the company to assert or the payment of a pension.
after having asserted his rights on retirement. This exception to the AFEP/MEDEF recommendation is justified by
the fact that it is in the interest of the company to put forward the
rule according to which the board will call the non-compete clause
into play. It appears that this rule may help prevent poaching
attempts by competitors or to prevent a person who wants to
resign from directing his or her employment search towards
competitors of Schneider Electric.
Stock options and performance shares Given the significant fluctuations in the market price of Schneider
Electric stock and to prevent a windfall effect, the board continues
The valuation of options and performance shares allocated must to apply the old AFEP/MEDEF recommendations in its decisions; in
not depart from previous business practices. other words, its reasoning is based on the number of shares and
not on their value. However, the board reserves the possibility to
carry out a calculation of consistency in value for a certain length of
time.
168 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC