APC 2014 Annual Report Download - page 315

SHAREHOLDERS’ MEETING
SPECIAL REPORT FROM STATUTORY AUDITORS
Special report from statutory 4.
auditors
Statutory Auditors’ special report on regulated agreements
To the Shareholders, The agreement entered into with Mr. Léo Apotheker is subject to
approval by the Shareholders’ Meeting convened to approve the
In our capacity as Statutory Auditors of your company, we present financial statements for the year ended December 31, 2014.
below our report on regulated agreements and obligations.
Compensation payable in respect of this agreement amounts to
Our responsibility is to report to you, based on the information 163,194 euros for the 2014 financial year.
provided, on the main terms and conditions of agreements that
have been disclosed to us or that we would have discovered at the
Commitments and agreements authorized since the
time of our work, without commenting on their relevance or
end of the financial year
substance or researching the existence of other agreements.
Under the provisions of article R. 225-31 of the French Commercial We have been advised of the following commitments and
Code, it is the responsibility of the shareholders to determine agreements authorized since the end of the past financial year
whether the agreements are appropriate and should be approved. which were subject to advance authorization by your Board of
Directors.
Furthermore, it is our responsibility, if appropriate, to inform you of
the information set forth in the provisions of article R. 225-31 of the
Amendments to the status of Mr. Jean-Pascal
French Commercial Code pertaining to the signing during the past
Tricoire
year of agreements already approved by the shareholders at the
Shareholders’ Meeting. Person concerned: Mr. Jean-Pascal Tricoire (Chairman & Chief
Executive Officer)
We have performed the procedures we deemed necessary in
accordance with the professional guidelines of the Compagnie Your Board of Directors, in its meeting of February 18, 2015,
nationale des commissaires aux comptes ("CNCC" or French decided that the corporate officers of the company shall no longer
Institute of Statutory Auditors) relevant to our task. Those benefit from the article 39 top-hat pension plans established in
standards require that we perform procedures to verify that the 1995 and 2012.
information given to us agrees with the underlying documents. Consequently, the Board of Directors made the following
Agreements and obligations submitted to the
amendments to the status of Mr. Jean-Pascal Tricoire as defined
by the Board in its meetings of June 18/19, 2013 and approved by
shareholders for approval at the Shareholders’
the Shareholders’ Meeting of May 6, 2014. The status of Mr.
Jean-Pascal Tricoire has therefore been amended by the Board of
Meeting
Directors as follows:
Agreements and obligations authorized during the
Top-Hat Pension Plan
financial year
Mr. Jean-Pascal Tricoire shall no longer benefit from the new and
Pursuant to the provisions of article L. 225-40 of the French prior-year top-hat pension plans with defined benefits (article 39)
Commercial Code, we have been advised of the following available to the Group’s senior executives.
agreement, which was subject to advance authorization by your
Board of Directors.
Contingency and supplementary cover or insurance
Agreement relating to the remuneration for special
compensation plans
Mr Jean-Pascal Tricoire who benefits from the collective pension
assignments conducted by the Vice-Chairman Lead
plan applicable to employees of Schneider Electric SE and
Independent Director
Schneider Electric Industries SAS and, from the supplementary
Person concerned: M. Léo APOTHEKER (Vice-Chairman Lead sickness, incapacity, disability and death cover available to the
Independent Director) Group’s French senior executives as well as from coverage under
the Group personal accident insurance policies, shall continue to
The Board of Directors, in its meetings of May 6, 2014, authorized benefit from a spouse's pension in the event that he should die
the remuneration of Mr. Léo Apotheker with regard to his before the end of his term of office or prior to retirement after 55
assignments as Vice-Chairman Lead Independent Director years of age without restarting work, following dismissal, or for
pursuant to the statutes and internal guidelines of the Board of reasons of a disability. The pension will equal 60 percent of 25
Directors, in the amount of 250,000 euros per annum payable percent of average salaries paid over the three years preceding the
biannually. date of death (or the date of departure if death should occur once
8
he has left Schneider Electric) minus the amount of additional
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC