APC 2015 Annual Report Download - page 165

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 163
CORPORATE GOVERNANCE
3
INTERESTS AND COMPENSATION OFGROUP SENIOR MANAGEMENT
Performance shares made available for each executive director
Name Plan no. Plan date
Number of shares
made available during
the fi nancial year Date of availability Acquisition conditions
Jean-Pascal TRICOIRE 10 12/17/2010 48,400 03/17/2015
100% of the shares– 2011 and 2012
operating margin and average revenue
growth in 2011 and 2012 compared
to changes in world GDP
over the same period
Emmanuel BABEAU 10 12/17/2010 19,360 03/17/2015
100% of the shares– 2011 and 2012
operating margin and average revenue
growth in 2011 and 2012 compared
to changes in world GDP
over the same period
Commitments made to the benefi t of the executive
directors
In accordance with AFEP/MEDEF guidelines, Jean-Pascal Tricoire
resigned from his work contract when he was reappointed Chairman
of the management board on May 3, 2009. The supervisory
board has defi ned the benefi ts granted to him as Chairman of the
management board. The 2009 Shareholder’s Meeting approved
the status as defi ned. This new status was renewed and approved
by the Shareholders’ Meeting in 2012 in relation to the renewal
of Mr.Tricoire’s term in offi ce. Due to the change in governance,
the status of Jean-Pascal Tricoire was renewed by the board of
directors at its meetings on April25 and June18 and 19, 2013.
However on this occasion, the board tightened the conditions
under which benefi ts are granted to him if he leaves the Group.
Accordingly, among other aspects, the performance conditions
related to the Involuntary Severance Pay were made more stringent.
Also, the right to retain all of the stock options, stock grants/
performance stock grants allocated to him has been restricted
only for the event of Involuntary Severance. The Shareholders’
Meeting of May6, 2014 approved renewal of Mr.Tricoire’s status.
Mr.Tricoire’s status was amended again in 2015 by the board of
directors following its decision to cancel the entitlement of executive
offi cers to their top-hat pension plan (article39). The Shareholders’
Meeting of April21, 2015 approved this arrangement.
Due to the change of governance, the board of directors also
approved the status of Emmanuel Babeau. This status was
aligned, with certain limitations/reservations related to his status
as an employee of Schneider Electric Industries SAS, with
that of Jean- Pascal Tricoire (see registration document 2013
page295). The Shareholders’ Meeting of May6, 2014 approved
Mr. Babeau’s new status. However, Mr. Babeau having been
brought to resign from his employment contract with Schneider
Electric Industries SAS, the board of directors of February 18,
2015 renewed Mr.Babeau’s status, subject to adaptations linked
to the removal of his employment contract and the supplementary
pension schemes « article 83 » and « article 39 ». Mr. Babeau’s
status therefore remained fully aligned to that of Mr.Tricoire.
Long-term commitments
Pension obligations
None.
Life& disability schemes
Mr.Tricoire and Mr. Babeau, who are granted benefi ts under the
Schneider Electric SE and Schneider Electric Industries SAS
employee benefi t plan, which offers health, disability and death
coverage, also have additional coverage for health, disability
and death available to Group Senior Management under French
contract, as well as Group personal accident insurance policies in
case of disability or death resulting from an accident. They are also
entitled to an annuity for the surviving spouse in the event of death
or an annuity with reversion to the surviving spouse in the event of
disability, provided that these risks occur before the end of their
term of offi ce or after the age of 55 in the event of departure from
the company following redundancy or a disability.
The benefi t of this supplementary coverage and contingency
compensation under individual Group accident insurance policies
are subject to the attainment of either of the following performance
conditions: the average net income from the fi ve fi nancial years
leading up to the event is positive or the average free cash fl ow from
the fi ve fi nancial years leading up to the event is positive.
Agreements related to resignation
Non-compete agreement
Mr.Tricoire and Mr.Babeau are bound by a non-compete agreement
in case of resignation from the Group. The one-year agreement
calls for a compensation to be paid at 60% of annual fi xed and
target variable parts (i.e. including complementary payments) for
Mr.Tricoire and Mr.Babeau.
In line with the recommendations of the AFEP/MEDEF Code,
at its meeting of October 24, 2013 the board decided that, for
any resignation other than voluntary, it will have to decide on the
application or not of the non-compete clause. However, with regard
to voluntary resignations, the board decided that a release from the
non-compete obligation may be given through an agreement with
the person under such obligation. However, this exception is not
applicable if such person leaves while the performance conditions
required for Involuntary Severance Pay (see below) have not been
met, and does not or will not have rights to or is not or will not be
eligible to receive both non-compete compensation and pension
payments. In the latter case, the board would decide on whether
to implement the non-compete clause (see C hapter8, pages315
and 316).