APC 2014 Annual Report Download - page 319

SHAREHOLDERS’ MEETING
SPECIAL REPORT FROM STATUTORY AUDITORS
Pension plan outsourcing contract with defined
Your Supervisory Board, in its meeting of May 3, 2012, authorized
benefits (authorized by the Supervisory Board meetings of
the signature on the same day of an insurance contract for defined
February 21, 2012 and May 3, 2012 and approved by the
benefit company pensions (Article L. 137-11 of the Social Security
Shareholders' Meetings of May 3, 2012 and April 25, 2013)
Code) with AXA France Vie in order to outsource commitments
under the closed article 39 plans:
Pension plan outsourcing contract [article 39 (new plan)]
the 1995 Senior Executive Plan (46 beneficiaries, including the
l
approved by the Shareholders' Meetings of May 3, 2012
former Chairman of the Supervisory Board (retired)–and the
and April 25, 2013
executive corporate officers–still actively employed).
Persons concerned: Mr. Jean-Pascal Tricoire (Chairman and Chief The Supervisory Board, at its meetings held on February 18,
Executive Officer) and Mr. Emmanuel Babeau (Executive Vice April 23 and December 17, 2009, authorized Messrs.
President in charge of finance and legal ) Jean-Pascal Tricoire and Emmanuel Babeau to benefit from the
Your Supervisory Board, in its meeting of February 21, 2012, top-hat pension plan which ensures that they receive, in the
authorized your company to sign an outsourcing agreement for the event they are still in office at the date of their retirement, a
new pension plan in the framework of the company's regulated pension equal to 25 percent of their average salaries over the
agreements and commitments: last three years.
To this effect, an insurance contract for defined benefit company
l
the former SPEP plan;
l
pensions (Article L. 137-11 of the Social Security Code) was the former CAVICA plan.
l
signed on February 23, 2012 by Schneider Electric SE and The principle of this outsourcing was authorized by the Supervisory
Schneider Electric Industries SAS with AXA France Vie. Board meeting of December 15, 2010.
The nature of the contract's guarantees and the implementation The nature of the contract's guarantees and the implementation
and operation methods were defined in accordance with legislative and operation methods were defined in accordance with legislative
and regulatory provisions. The contract was agreed with normal and regulatory provisions. The contract was agreed with normal
insurance contract conditions, under which implementation insurance contract conditions, under which implementation
depends on duration of human life. depends on duration of human life.
Its purpose is to guarantee the payment of the annuity installments It aims to guarantee payment of annuity arrears due under the
due as payments under the new plan by contracting companies. It rules of the different plans for contracting companies. It took effect
may be terminated annually by the parties, subject to giving notice on April 30, 2012 and can be terminated each year by the parties
of its decision prior to October 31 for it to take effect on December provided notice is given before October 31 that will take effect on
31 of the same year. December 31 of the same year.
The amount of insurance premiums will be based on the results of Premiums paid by contracting companies under contracts
periodic actuarial valuations on the respective commitments of concluded with AXA France Vie are assigned to a collective
contracting companies. pension fund of the contracting companies to cover all or part of
The guarantees granted by the insurer were entered into on normal their commitments under these plans.
terms and conditions. The insurer is opening in its books an Annuities Guarantee Fund in
As an addition to this agreement, your Supervisory Board, at its which the mathematical reserves comprise the income guaranteed
meeting of May 3, 2012, authorized the signing of an amendment under the two contracts. The amount of the premiums for
to this outsourcing contract to set April 30, 2012 as the date of pre-financing of possible liabilities related to past services is
entry into force of the outsourcing contract of the new article 39 determined by considering the periodic actuarial analyses. The
plan, which was originally set for July 1, 2012. The purpose of this financing of benefits for which payment is transferred to the insurer
change was to align the date of entry into force of the outsourcing is calculated by the latter, on the basis of the regulatory tables.
contract of the new article 39 plan with that of the former article 39 This regulated agreement, as Mr. Emmanuel Babeau and Mr.
plans. Jean-Pascal Tricoire are directly or indirectly interested parties, has
This regulated agreement, as Mr. Emmanuel Babeau and Mr. lost this feature since the decision of your Board of Directors in its
Jean-Pascal Tricoire are directly or indirectly interested parties, has meeting of February 18, 2015, with regards to Mr Jean-Pascal
lost this feature since the decision of your Board of Directors in its Tricoire and with the resignation of Mr. Emmanuel Babeau’s
meeting of February 18, 2015, with regards to Mr Jean-Pascal employment.
Tricoire and with the resignation of Mr. Emmanuel Babeau’s
Signed in Paris-La Défense and in Courbevoie,
employment.
onMarch13,2015
Outsourcing agreement for the article 39 pension plan
The Statutory Auditors
(closed)
Persons concerned: Mr. Henri Lachmann (Vice-Chairman and
ERNST & YOUNG et Autres MAZARS
Senior Director), Mr. Jean-Pascal Tricoire (Chairman and Chief
Yvon Salaun David Chaudat
Executive Officer) and Mr. Emmanuel Babeau (Executive Vice
President in charge of finance and legal)
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