APC 2015 Annual Report Download - page 158

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC156
CORPORATE GOVERNANCE
3INTERESTS AND COMPENSATION OFGROUP SENIOR MANAGEMENT
Criteria/Objectives Weight Target variable part Variable part achieved on fi xed part Amount
Group 75% 97.5% 93.7% EUR 890,538
• Organic growth of the Group 15% 19.5% 0%
• Adjusted EBITA 15% 19.5% 7.8%
• Cash conversion 15% 19.5% 39 %
• Company program/Planet& Society Barometer 30% 39% 46.9%
Individual 25% 32.5% 34% EUR 322,644
TOTAL 100% 130% 127.7% EUR 1 213,182
Year 2016
On the proposal of the Governance and Compensation s
Committee, the board of directors of Tuesday, February16, 2016
set Mr.Tricoire’s annual target compensation for 2016.
Fixed part
The board of directors has set the total fi xed annual compensation
for 2016 for Jean-Pascal Tricoire, Chairman and CEO, at
EUR950,000. The fi xed part of Mr.Tricoire’s compensation remains
unchanged since April25, 2013.
Variable part
The board of directors the target variable part at 130% of his fi xed
compensation, that may range from 0% to 260% of his fi xed
compensation. It remains unchanged vs. 2015. The board thus set
the variable part targets for 2016 as well as the weight of each of
the criteria as follows:
•Group criteria for 8 0%, including:
–40 % based on Group economic criteria component. These
criteria include targets for organic growth in revenue (13.33 %),
adjusted EBITA (13.33 %) and cash conversion (13.33 %) targets,
–for 40 %, criteria that are in line with the company program
Schneider is On and on CSR, evaluated among other things
through customer satisfaction, services development, products
sales growth, systems growth margin as well as trends in the
Planet & Society baromete;
•individual criteria for 20%: these objectives are kept confi dential
to avoid making this valuable information available to competion.
Besides, a multiplier ranging from 0.8 to 1.3 will be applied to the
results of above criteria, without exceeding 260% of the fi xed part.
Achievement rate of multiplier is linked to growth strategy success.
Long-term incentive
Year 2015
The board of directors of March27, 2015 has decided the grant,
in the framework of the long-term incentive plan for 2015, the
allocation of 18,000 performance shares under plan 21 and 42,000
shares under plan 22. The allocation of these shares is entirely
dependent on attaining Group performance criteria, in accordance
with the AFEP/MEDEF recommendations.
Accordingly, the fi nal allocation of performance shares is subject to:
•for 70%, a target operating margin of Adjusted EBITA for the
2015/2016 period;
•for 15%, a level of achievement of the new Planet & Society
Barometer at the end of 2016;
•for 15%, a level of achievement of the ROCE for the 2015/2016
period.
They are also subject to a lock-up period (see page 284). The
portion of shares allocated to Mr.Tricoire represents 2. 1% of the
number of performance shares granted by the board of directors
and 0. 01% of capital at the date of this allocation.
Year 2016
As part of the long-term incentive plan for 2016, the board of
directors agreed on an allocation of 18,000 performance shares
under plan 25 and 42,000 shares under plan 26. Pursuant to the
AFEP/MEDEF recommendations, the allocation of these shares is
entirely dependent on attaining Group performance criteria. These
criteria, now appreciated over three years,will be:
•f or 40%, a target operating margin of Adjusted EBITA for the
2016/2018 period;
•f or 25%, in the form of an objective of cash conversion rate for
the 2016/2018 period;
•f or 20%, a level of achievement of the Planet& Society Barometer
at the end of 2018;
•f or 15%, in the form of a TSR objective linked to Schneider
Electric ranking in a panel of 12 companies by end of 2018.
These shares are also subject to a lock-up period. The shares will be
allocated by the board of directors on March23, 2016.