APC 2014 Annual Report Download - page 301

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Amounts submitted to the vote Description
100% of these performance shares are subject to performance criteria:
70% of the shares are contingent on the level of achievement of an
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adjusted EBITA operational margin objective at constant scope (scope of
consolidation on January 1, 2014) for the 2014 and 2015 fiscal years
included within a range of 13% to 17%, which is the Group’s objective
through a normal cycle of activity; this objective was presented in early
2012, as part of the Connect Program.
The operating margin objective being based on an average over the
2014-2015 period, it is not disclosed to avoid interfering with the annual
guidance communicated to the market;
15% of the shares are conditioned upon achieving results on ROCE in line
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with the objective to return, within two years, to a ROCE level comparable
to the ROCE level prior to the acquisition of Invensys. ROCE is defined as
the ratio of adjusted EBITA after tax and the average capital employed.
15% of the shares are contingent on the progress of the “Planet &
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Society Barometer” index at the end of 2015 as follows: 0% if the index is
lower or equal to 8, 100% if the index is higher or equal to 9, with a linear
progression between the two points.
25% of the shares vested are subject to a holding requirement until such
time as Mr.Tricoire ceases his duties. Furthermore, in the event vested
shares are sold, Mr.Tricoire is required to reinvest 10% of the sale price in
Schneider Electric shares (net of taxes and contributions).
These obligations are suspended insofar as Mr.Tricoire holds Schneider
Electric shares with a value representing three times his annual fixed
compensation.
The percentage of capital represented by Mr.Tricoire’s share allocation is
0.01%.
Date of authorization by the Annual Shareholders' Meeting: April25, 2013
Resolution number: 16th
Date of the award decision by the board of directors: March31, 2014.
4) Attendance fees EUR0 Mr.Tricoire has waived his attendance fees.
5) Other benefits EUR1,404 This related to the employer matching contribution paid to subscribers
to the capital increase reserved for employees.
Date of approval by the board: February 19, 2014.
II– Other elements of compensation which were or are subject to the approval of the Annual Shareholders' Meeting
pursuant to regulated agreements
Amounts submitted to the vote Description
Termination benefits EUR0 Jean-PascalTricoire is entitled to involuntary termination benefits in case of
change of control or strategy, taking into account the non-compete
compensation described below, to twice the arithmetical average of his
annual fixed and variable parts paid over the last three years authorized by
the board of directors. (See Section3-7 of the 2014 registration document).
Board decision of June18-19, 2013
Date of approval by the Annual Shareholders' Meeting: May6, 2014
(5thResolution)
Non-compete EUR0 Mr.Tricoire may receive non-compete compensation for a period of one
compensation year capped at 6/10ths of his average gross compensation (monthly average
of total gross compensation (fixed and target variable) over the last 12
months of service). (See Section.3-7 of the 2014 registration document).
Board decisions of 2009, 2012, and June18-19, 2013
Date of approval by the Annual Shareholders' Meeting: 2009, 2012, and
May6, 2014 (4th Resolution)
Supplementary pension EUR0 Mr.Tricoire is covered by the supplementary defined-benefit pension plan
plan (article39) for the Group’s senior executives under the French social
security system.
See Section3-7 of the 2014 registration document
Board decisions of 2009, 2012, and June 18-19, 2013
Date of approval by the Annual Shareholders' Meeting: 2009, 2012, and
May6, 2014 (4th Resolution)
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC