APC 2014 Annual Report Download - page 317

SHAREHOLDERS’ MEETING
SPECIAL REPORT FROM STATUTORY AUDITORS
preceding his departure was 66 percent (including financial The status of Mr. Emmanuel Babeau is subject to approval by the
years during which he fulfilled responsibilities as a member of Shareholders’ Meeting convened to approve the financial
the Management Board). statements for the year ended Wednesday, December 31, 2014.
Involuntary Severance Pay is subject to and shall depend on the
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Agreements previously approved by the
rate of achievement of Group performance objectives used to
determine part of the variable portion of Mr. Tricoire’s
Shareholders’ Meeting
compensation for the three financial years preceding the date of
the Board meeting at which the decision is made. Pursuant to the provisions of article R. 225-30 of the French
Hence, if the Group's performance rate is: Commercial Code, we were informed of the status of the following
agreements and commitments already approved by the
less than two thirds ; no compensation shall be awarded;
–
shareholders at the Shareholders’ Meetings in prior years, which
Two-thirds ; the interested paty shall receive 75 percent of
–
were continued during the past financial year:
the Maximum Amount;
Agreement relating to the remuneration for special
at least 100 percent; he shall receive 100 percent of the
–
Maximum Amount; assignments conducted by the Vice-Chairman and
between 66 and 100 percent; he shall receive
–Senior Director and the resources placed at his
compensation calculated on a straight-line basis at a rate of disposal (authorized by the Board of Directors on April 25,
75 to 100 percent of the Maximum Amount. 2013 and approved by the Shareholders’ Meeting of May 6,
Compensation of any kind whatsoever which should be awarded
2014)
by companies of the Group in which Mr. Emmanuel Babeau Person concerned: Mr. Henri Lachmann (Vice-Chairman and
exercises duties and responsibilities shall be deducted from the Executive Director)
amount due by Schneider Electric, it being specified that i) such
compensation shall be recognized exclusively as Involuntary The Board of Directors, in its meetings of April 25, 2013,
Severance Pay due to Mr. Emmanuel Babeau and that ii) such authorized the remuneration of Mr. Henri Lachmann with regard to
compensation may not exceed the amount of Involuntary his assignments as Vice-Chairman and Executive Director pursuant
Severance Pay defined above. to the statutes and internal guidelines of the Board of Directors, in
the amount of 250,000 euros per annum payable biannually. It is
Compensation shall not be exercised in the event that Mr.
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also agreed that the resources placed at the disposal of Mr. Henri
Emmanuel Babeau's departure should arise following serious or Lachmann in the framework of his assignments as Vice-Chairman
gross misconduct. and Executive Director shall include an office, the services of an
Non-Compete Agreement
assistant and the possibility of utilizing the automobiles assigned to
Senior Management.
Mr. Emmanuel Babeau benefits from the non-compete agreement
that binds the interested party to the company for a period to not Compensation payable in respect of this agreement amounts to
exceed one year and shall be remunerated in an amount not 87,500 euros for the 2014 financial year.
exceeding 60 percent of authorized compensation.
Status of Mr. Jean-Pascal Tricoire (authorized by the
The Board of Directors shall rule on the application or the
Board of Directors on April 25, 2013, June 18/19, 2013 and
non-application of the agreement at the time of departure of the
October 24, 2013 and approved by the Shareholders’ Meeting of
interested person, unless the aforesaid departure results from a
May 6, 2014)
voluntary departure (excluding Involuntary Severance) and provided
that the interested party: Person concerned: Mr. Jean-Pascal Tricoire (Chairman & Chief
has satisfied the conditions criteria regulating the payment of
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Executive Officer)
Involuntary Severance Pay, and Your Supervisory Board, in its meetings of February 18, 2009,
he is not nor shall not be entitled to accumulate his
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February 21, 2012 and May 3, 2012, authorized the commitments
non-compete compensation with payments from a pension and agreements in favor of Mr. Jean-Pascal Tricoire. All of these
plan. conventions and agreements were approved by your
Shareholders’ Meetings of April 23, 2009, May 3, 2012 and April
In all other cases, (Involuntary Severance, resignation not meeting
25, 2013.
the above conditions) the Board of Directors shall rule, within a
period to not exceed eight days from the date of departure of the Your Board of Directors, in its meetings of April 25, 2013 and June
interested party, on the application or the non-application of the 18/19, 2013, authorized, pursuant to the TEPA act and the
non-compete agreement. AFEP/MEDEF Code, the commitments and agreements in favor of
Mr. Jean-Pascal Tricoire as described hereunder:
Stock Options, Stock Grants or Performance Shares
Involuntary Severance Pay Scheme
We remind you that Mr. Emmanuel Babeau benefits from, a
decision of the Board of Directors, in its meeting of June 18&19, Mr. Jean-Pascal Tricoire benefits from an Involuntary Severance
2013, that was approved by the shareholders’ meeting of May 6, Pay scheme (hereinafter “Compensation”). Compensation is
2014, the right to keep, subject to performance criteria and only in capped, taking into account the non-compete compensation
the event of his Involuntary Departure which should not be the stipulated below, at twice the mathematical average of the effective
result of a serious or gross misconduct, all his stock options, stock annual remuneration for the last three years as authorized by the
grants or performance shares or any other shares attributed to Board of Directors (hereinafter “Maximum Amount”). The right to
him. Compensation shall be granted in the following cases:
dismissal, non-renewal or resignation as Chief Executive Officer
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in the six months following a material change in Schneider
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC