APC 2015 Annual Report Download - page 298

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC296
ANNUAL SHAREHOLDERS’ MEETING
8REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Amounts submitted
to the vote Description
All these complementary payments are intended to enable Mr. Tricoire to build up his
pension. He formally agreed to redirect these complementary payments, net of taxes,
to investment vehicles devoted to fi nancing his additional pension.
The decision of the Board of Directors to remove the benefi ts of the two corporate
executive offi cers’ supplementary pensions has notably resulted in a provision reversal
of EUR 17 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 complementary payments set by the board of directors leads to reducing by half
(52%) the gross value of what Mr. Tricoire would have received from the supplementary
pension scheme that has been canceled and ii) savings then estimated at EUR18 million
in compulsory levies for the supplementary pensions of the two corporate executive
offi cers, supposing that they both retire on reaching the age of 62.
Annual
complementary
variable portion
€232,420 At the meeting held on February 16, 2016 the annual complementary variable portion
for 2015 paid in March 2016 was set by the Board of Directors at 127.7% of the annual
complementary fi xed portion, i.e. an achievement rate of 98.23% on a base 100.
The calculation was broken down in the same way as that of the variableportion
presented in 2) above.
4) Performance
shares
€1,093,680 for
18,000perfor-
manceshares according
to IFRS valuation
€2,473,380 for
42,000perfor-
manceshares according
to IFRS valuation
These 18,000 performance shares were granted under the French plan to Mr.Tricoire
in his capacity as Chairman and CEO of Schneider Electric SE
• These 42,000 performance shares were granted under the International plan to
Mr.Tricoire in his capacity as Schneider Electric Asia Pacifi c CEO.
100% of these performance shares are subject to performance criteria:
• 70% of the shares are contingent on the level of achievement of an adjusted EBITA
operating margin objective at constant scope (scope of consolidation on December
31, 2014) on 2015 and 2016 FY as follows: 0% if the level
is ≤13%, 100% if the level
is ≥14%, with a linear progression between the two points;
• 15% of the shares are conditional on achieving results on ROCE in line with the
objective to return, within two years, to a ROCE level comparable to the ROCE level
prior to the acquisition of Invensys. ROCE is defi ned as the ratio between adjusted
EBITA after tax and the average capital employed;
• 15% of the shares are contingent on the progress of the Planet & Society b arometer
index at the end of 2016 as follows: 0% if the index is lower than or equal to 4, 100%
if the index is higher than or equal to 5, with a linear progression between the two
points.
25% of the shares vested are subject to a holding requirement until such time as
Mr.Tricoire ceases his duties. Furthermore, in the event of vested shares being sold,
Mr.Tricoire is required to reinvest 10% of the price of sale in Schneider Electric shares
(net of taxes and contributions).
These obligations are suspended insofar as Mr.Tricoire holds Schneider Electric shares
with a value representing three times his annual fi xed compensation.
The percentage of capital represented by Mr.Tricoire’s share allocation is 0.01%.
Date of authorization by the Annual Shareholders’ Meeting: April25, 2013
Resolution number: Sixteenth
Date of the award decision by the board of directors: March27, 2015.
5) Attendance fees €0 Mr.Tricoire has waived his attendance fees.
6) Other benefi ts €1,404 This concerns the employer matching contribution paid to subscribers to the capital
increase reserved for employees. Date of approval by the board: February18, 2015.
€7,535
Mr.Tricoire has benefi ted from the profi t sharing
Date of approval by the Board: February 18, 2015.