APC 2015 Annual Report Download - page 157

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 155
CORPORATE GOVERNANCE
3
INTERESTS AND COMPENSATION OFGROUP SENIOR MANAGEMENT
The Group’s authorized global compensation of executive directors,
for all their mandates/functions and allocated based upon decisions
taken by Group’s entities in which they perform their mandate/
functions, was set by the board of directors during its meetings
dated February18, 2015 for 2015 and February16, 2016 for 2015
and 2016 , on the proposal of its Governance and Compensation
Committee.
Mr.Jean-Pascal Tricoire, Chairman and CEO
Annual compensation
Year 2015
Fixed portion
The board of directors has set the total fi xed annual compensation for
2015 for Jean-Pascal Tricoire, Chairman and CEO, at EUR950,000.
This remains unchanged since April 25, 2013
Variable part
The board of directors of Wednesday, February18, 2015 set target
variable part to 130% of the fi xed part. The variable part ranges
from 0% to 260% of fi xed compensation.
The board of directors increased Mr.Tricoire’s target variable part
from 120% to 130% of fi xed part to bring his compensation more
in alignment with the median of the international market composed
of a panel of 17industrial & technologic public companies, whose
median turnover is 18 m € and median market capitalization is
23 m €, and third quartile of the national market composed of a
panel of 18 industrial public companies, whose median turnover is
15m € and median market capitalization is 16m €.
The board of directors has set the criteria of the performance
incentives, as well as the weight of these criteria and targets for
2015:
1. Group criteria for 75%, including:
–45% based on Group economic criteria component. These
criteria are based on organic sales growth (15%), adjusted
EBITA (15%) and cash conversion targets (15%),
–for 30%, a component comprising criteria that are in line with
the Schneider is On company program and onCSR , evaluated
among other things through customer satisfaction, services
development, key talents development and succession plan,
as well as trends in Planet& Society Barometer );
2. individual objectives for 25%: individual performance is rated
based on specifi c objectives including Invensys integration,
digitization, innovation, simplifi cation, succession plan within
the Executive Committee; with the other objectives kept
confi dential to avoid making this valuable information available
to competition.
On the proposal of the Governance and Compensation s Committee,
the board of directors on February16, 2016 set this variable part
at 127.7% of his 2015 fi xed compensation (EUR 950,000), i.e. an
achievement rate of 98.23% on a base 100. It approved the 2015
variable part at EUR 1,213,182, paid in March2016, i.e. a reduction
of 19.12% in comparison with the 2014 variable part .
Calculation of 2015 variable part is as follows:
•for Group criteria (75%), variable part amounted to 93.7 % of the
fi xed part, i.e. an achievement rate of 96.1% on a base 100;
•for individual objectives (25%), the board of directors set the
variable part to 34% of the fi xed part, i.e. an achievement rate
of 104.6% on a base 100, after having noted that the objectives
have been met and exceeded.
7.4 Compensation and performance shares for executive directors
On April25, 2013, the board of directors appointed Henri Lachmann
as Vice-Chairman lead director. The board of directors set the
compensation for his missions as Vice-Chairman lead director, as
defi ned in the articles of association and internal regulations and
procedures of the board, at EUR250,000 per year. In addition, Henri
Lachmann, as a former manager of the Group, has a supplementary
retirement pension (article39).
On May6, 2014, the board of directors appointed Léo Apotheker
as Vice-Chairman independent lead director. The board of directors
set the compensation for his duties as Vice-Chairman independent
lead director, as defi ned in the articles of association and internal
regulations and procedures of the board, at EUR250,000 per year.
The board provided that Léo Apotheker and Henri Lachmann
could, in the performance of their missions as Vice-Chairman lead
director use certain means of the Group’s management and, as
a result, receive the services of an assistant, use an offi ce at the
company headquarters, and use the car and driver services of the
Senior Management.