APC 2014 Annual Report Download - page 299

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
supplementary contribution-defined pension plans (article83), interests. The starting capital is paid, for the most part, in company
entitlement to conventional or legal termination benefits and rights shares subject to an acquisition/retention period of 5 years and
to unemployment insurance. thus comprises a retention element for executives. Moreover, the
annual supplementary compensation is subject to performance
We would remind you that to take into account the fact that now, criteria, as it comprises a variable portion defined according to the
the executives officers must arrange their supplementary pension Group objectives and the personal objectives chosen to determine
on their own, your board of directors has decided, on a the annual variable compensation of executive officers.
complementary compensation which comprises two components:
an annual component and an exceptional component which For executive officers, the decision of the board of directors to
represents a starting capital to help them build up their own suppress the benefit of article39 top-hat pension plans and to
supplementary pension. It is specified that Mr.Tricoire and authorize a complementary remuneration results in a 52%
Mr.Babeau are both committed to invest this complementary cash reduction of the gross value of the benefits they would have
remuneration into long-term investment instruments dedicated to received from such regime, had it been maintained.
the financing of their supplementary pension: By leaving it up to the executive officers to establish their own
for Mr.Tricoire, the annual complement comprises a fixed
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supplementary pension, Schneider Electric is aligning with a
portion of EUR182,000 and a target variable portion of 130% common approach used by multinational groups of Anglo-Saxon
(which may vary from 0 to 260% of the fixed portion), which will origin.
be paid for the 2015 financial year. The exceptional
Consultation of shareholders on the individual
complementary compensation amounts to EUR2.15million and
39,000 free shares, the vesting of which will be spread over a
Group compensation of corporate officers–
period from 2017 to 2019 inclusive and which will be unavailable
Seventh to Eighth Resolutions
until 2020. These shares represent a value in IFRS of
EUR2.15million. In accordance with the provisions of the AFEP/MEDEF corporate
for Mr.Babeau, the annual complement comprises a fixed
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governance guidelines, you are asked to issue a favorable opinion
portion of EUR124,000 and a target variable portion of 100% on the compensation elements due or awarded to your company’s
(which may vary from 0 to 200% of the fixed portion), which will corporate officers in the 2014 fiscal year. These elements are
be paid for the 2015 financial year. The exceptional presented in the tables below, and are further detailed in
complementary remuneration amounts to EUR870,000 and Section3.7 of the registration document.
7,750 free shares, the vesting of which will be spread over a By the Seventh Resolution, you are asked to issue a favorable
period from 2017 to 2018 inclusive and which will be unavailable opinion on the elements of Jean-Pascal Tricoire’s 2014
until 2020. These shares represent a value in IFRS of compensation and, by the Eighth Resolution, on the elements of
EUR430.000. Emmanuel Babeau’s 2014 compensation.
In the definition of this complementary compensation, your board
of directors has ensured its alignment with the shareholders'
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC