APC 2015 Annual Report Download - page 155

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 153
CORPORATE GOVERNANCE
3
INTERESTS AND COMPENSATION OFGROUP SENIOR MANAGEMENT
7.3 Compensation of members of the board of directors
This section is included in the Chairman’s report to the board of
directors.
Members of the board of directors
On April 25, 2013, the Annual Shareholders’ Meeting set total
attendance fees at EUR1, 300, 000 . To take into account the
increase in the number of members of the board of directors and
meetings of the board and its committees while remaining within the
budget authorized by the Annual Shareholders’ Meeting, in 2015
the board of directors reviewed the attendance fee allocation rules
established in 2013 and therefore adopted the following rules:
a) for members of the board:
•a fi xed share of EUR15,000 (prorated, where appropriate, for any
term that starts or ends during the year),
•a share of:
–EUR5,500 for attending b oard meetings,
–EUR3,500 for attending the meetings of the committees of
which they are members,
•for non-residents a supplementary share for each meeting of the
board or committees they physically attend in the amount of:
–EUR2,000 for residents of North America,
–EUR1,000 for residents of Europe,
•for the Chairman of the Audit Committee, an additional fi xed
compensation of EUR20,000;
b) for the non-voting members, a fi xed share of EUR20,000, unless
they are co-opted to become director during the year, in which
case they receive in their function as non-voting member the
fees paid to board members for attending meetings of the board
and its committees.
On this basis, and noting that Jean-Pascal Tricoire waived payment of his attendance fees, attendance fees paid in 2014 and 2015 were
as follows:
Corporate offi cers who are not directors Amounts paid/due
forfi scalyear 2015(1)
Amounts paid/due
forfi scalyear 2014(1)
Mr.APOTHEKER
Attendance fees EUR115,000 EUR109,000
Other compensation:
Vice-Chairman and lead director (as of May6, 2014) EUR250,000 EUR163,194
Mr.LACHMANN
Attendance fees EUR69,500 EUR83,000
Other compensation:
Vice-Chairman and lead director (until May6, 2014) EUR87,500
Pension (article39) EUR581,969 EUR581,969
(1) Attendance fees for the year are paid at the beginning of the following year.
(2) Non-voting member.
(3) Ms.Herbaut, who is also employed by a Group subsidiary, receives compensation for such employment.
Since February 2015, executive offi cers no longer benefi t from
the defi ned benefi t top-hat pension plan (article39). The board of
directors of February18, 2015 removed this benefi t (see pages 292
to 293 ). However, it maintained the life and disability coverage. They
do not benefi t from any supplementary defi ned-contribution plan
(article83). The board of director’s decision to withdraw entitlement to
the supplementary pension plan for executive offi cers and executives
covered by French schemes, has notably resulted in a provision
reversal of EUR24 million, including EUR17 million in the 2015
accounts for corporate offi cers. It will generate substantial savings for
the company, and in turn for its shareholders, linked i) to the fact that
the level of supplementary payments set by the board of directors
results in a 42% reduction in the gross value that the benefi ciaries
would have received from the withdrawn supplementary pension
plan ii) to a saving of EUR25million in mandatory levies* under the
supplementary pensions of executive offi cers, assuming that the
latter take retirement on their 62nd birthday, and other executives,
assuming that they take their full pension.
* These calculations were carried out before the tax of 45% on high pensions was cancelled by the C onstitutional C ouncil. To date, confi rmation
is still pending of the tax which will be applicable on these pensions .