APC 2014 Annual Report Download - page 316

8SHAREHOLDERS’ MEETING
SPECIAL REPORT FROM STATUTORY AUDITORS
remuneration authorized by the Board of Directors(1), converted into Electric Industries SAS, covering sickness, disability, incapacity
a theoretical annuity equivalent that may be purchased upon death and death.
in conformity with insurance conditions (technical rate, mortality Mr Emmanuel Babeau also benefits from the supplementary
rate). health, incapacity, disability and death cover available to the
Mr Jean-Pascal Tricoire shall retain, in the event of disability giving Group’s French senior executives as well as from coverage under
rise to the termination of all professional activity, the right to the Group personal accident insurance policies.
pension payments (payable to the surviving spouse at a rate of 60 Mr Emmanuel Babeau shall continue to benefit from a spouse's
percent) beginning from retirement equal to 25 percent of average pension in the event that he should die before the end of his term
salaries paid over the three years preceding the date of disability of office or prior to retirement after 55 years of age without
minus 1.25 percent per quarter of absence so as to obtain a full restarting work, following dismissal or for reasons of a disability.
rate of pension and minus the amount of additional remuneration The pension will equal 60 percent of 25 percent of average salaries
authorized by the Board of Directors(1), converted into a theoretical paid over the three years preceding the date of death (or the date
annuity equivalent that may be purchased upon disability in of departure if death should occur once he has left Schneider
conformity with insurance conditions (technical rate, mortality rate). Electric) minus the amount of additional remuneration authorized
Additionally, contingency and supplementary cover compensation by the Board of Directors(1), converted into a theoretical annuity
for health, incapacity, disability and death inuring to the benefit of equivalent that may be purchased upon death in conformity with
Mr. Jean-Pascal Tricoire shall be calculated on the basis of his insurance conditions (technical rate, mortality rate).
overall remuneration (fixed/variable bonus and annual Mr Emmanuel Babeau shall retain, in the event of disability giving
complement(1)). rise to the termination of all professional activity, the right to
In conformity with the French Commercial Code, these rights pension payments (payable to the surviving spouse at a rate of 60
relating to contingency, supplementary cover or insurance percent) beginning from retirement equal to 25 percent of average
compensation are conditioned on one of the following two criteria salaries paid over the three years preceding the date of disability
being present: positive average net profit for the five years minus 1.25 percent per quarter of absence so as to obtain a full
preceding the event, or positive average free cash flow for the five rate of pension and minus the amount of additional remuneration
years preceding the event. authorized by the Board of Directors(1), converted into a theoretical
annuity equivalent that may be purchased upon disability in
Amendment of the status of Mr. Jean-Pascal Tricoire is subject to conformity with insurance conditions (technical rate, mortality rate).
approval by the shareholders’ meeting convened to approve the
financial statements for the year ended December 31, 2014. Additionally, contingency and supplementary cover compensation
for health, incapacity, disability and death inuring to the benefit of
Reiteration of the status of Mr. Emmanuel Babeau
Mr. Emmanuel Babeau shall be calculated on the basis of his
overall remuneration (fixed/variable bonus and annual
Person concerned: Mr. Emmanuel Babeau (Executive Vice complement(1)).
President in charge of finance and legal) Contingency and supplementary cover or insurance compensation
Your Board of Directors, in its meeting of February 18, 2015, plans are subject to performance criteria. They are conditioned on
decided that the corporate officers of the company shall no longer one of the following two criteria being present: positive average net
benefit from the article 39 top-hat pension plans established in profit for the five years preceding the event, or positive average free
1995 and 2012. Mr. Emmanuel Babeau, while retaining his rights cash flow for the five years preceding the event.
to the top-hat pension plan (article 39) in respect of his
Involuntary Severance Pay Scheme
employment contract with Schneider Electric Industries SAS, has
resigned his employment in order to make effective in his regard Mr. Emmanuel Babeau benefits from an Involuntary Severance Pay
the decision of the Board of Directors to cancel this benefit scheme (hereinafter «Involuntary Severance Pay»). Involuntary
available to the corporate officers of the company. In the Severance Pay is capped, taking into account the non-compete
framework of the TEPA act, the Board of Directors has decided compensation stipulated below, at twice the mathematical average
that Schneider Electric SE shall assume the cost of the of the effective annual remuneration for the last three years as
commitments and benefits from which Mr. Emmanuel Babeau authorized by the Board of Directors (hereinafter «Maximum
benefited in respect of his employment contract with Schneider Amount»).
Electric Industries SAS conditioned upon the execution of the The right to Involuntary Severance Pay shall be granted in the
changes necessitated by the termination of the employment following cases:
contract and of the article 39 plans. These commitments were
authorized by your Board of Directors in its meetings of June dismissal, non-renewal or resignation as Deputy CEO in the six
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18/19, 2013 and October 24, 2013 and approved by the months following a material change in Schneider Electric’s
Shareholders’ Meeting of May 6, 2014. shareholder structure that could change the membership of the
Board of Directors of Schneider Electric SE;
The status of Mr. Emmanuel Babeau has therefore been modified
by the Board of Directors as follows: dismissal, non-renewal or resignation as Deputy CEO in the
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event of a reorientation of the strategy pursued and promoted
Contingency and supplementary cover or insurance
by him until that time, whether or not in connection with a
compensation plans
change in shareholder structure as described above;
Mr Emmanuel Babeau benefits from the collective pension plan dismissal, non-renewal or resignation as Deputy CEO when the
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applicable to employees of Schneider Electric SE and Schneider average rate of achievement of performance objectives used to
calculate the variable bonus in the four full financial years
The Board of Directors in its meeting of February 18, 2015, taking into consideration the fact that the corporate officers of the company are (1)
personally responsible for their top-hat pension plan, authorized the supplementary remuneration comprising: an annual component and an
exceptional component the aim of which is to create seed capital for the establishment of an additional pension benefit.
314 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC