APC 2014 Annual Report Download - page 302

8SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Emmanuel Babeau, Deputy Chief Executive Officer in charge of Finance and Legal Affairs
I– Elements of compensation due or awarded for the year
Amounts submitted to the vote Description
1) Fixed portion EUR550,000 Gross annual fixed compensation of EUR550,000 from January1, 2014 to
December31, 2014 set by the board of directors on February19, 2014.
2) Annual variable EUR726,000 The target variable portion is 100% of the fixed compensation. This portion
portion may vary from 0 to 200% depending on the achievement of objectives. The
target variable portion of Mr.Babeau was increased by 90% for 2013 to
100% for 2014 to strengthen:
the variability of the compensation in relation to the company's
l
performance, in particular following the significant extension of the
Schneider Electric perimeter with the acquisition of Invensys; and
his positioning in relation to the market of senior executives in companies
l
of the CAC40, in addition to the market of senior executives of
international companies (American and European) in the Group's sector
of activity defined by a panel.
The board of directors, on February18, 2015, set the 2014 variable portion
of the compensation of Mr.Babeau, paid in March2015, at 132% of the
fixed compensation.
This achievement is broken down as follows:
1) in connection with Group criteria (70%), the variable portion amounted to
78% of the fixed portion;
The Group criteria included:
a Group economic criteria component. These criteria are based on
l
organic sales growth (15%), adjusted EBITA (15%) and cash generation
targets (15%);
a component comprising criteria that are in line with the Connect
l
company program and corporate social responsibility (25%), evaluated
among other things through customer satisfaction, solutions
development, the succession plan for key talent, and trends in the Planet
& Society Barometer;
2) with respect to individual objectives (30%), which are specific objectives,
and where possible, quantified, the board set the variable portion at 54% of
the fixed portion after verifying that the objectives had been achieved and
surpassed.
3) Performance shares EUR1,448,460 for 26,000 These 26,000 performance shares were allocated to EmmanuelBabeau as
performance shares according part of the France plan.
to the IFRSvaluation 100% of these performance shares are subject to performance criteria:
70% of the shares are contingent on the level of achievement of an
l
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
l
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 &
l
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.
15% of the shares vested are subject to a holding requirement until such
time as Mr.Babeau ceases his duties. Furthermore, in the event vested
shares are sold, Mr.Babeau 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.Babeau holds Schneider
Electric shares with a value representing twice his annual fixed
compensation.
The percentage of capital represented by Mr.Babeau’s share allocation is
0.004%.
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.
300 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC