APC 2015 Annual Report Download - page 301

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 299
ANNUAL SHAREHOLDERS’ MEETING
8
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Annual
complementary
variable portion
€122 243 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 99% of the annual
complementary fi xed portion, i.e. an achievement rate of 99% on a base 100.
This calculation was broken down in the same way as that of the variable portion
presented in 2) above.
4) Performance
shares
€473,928 for
7,800performanceshares
according to IFRS
valuation
€1,071,798 for 18,200
performanceshares
according to IFRS
valuation
These 7,800 performance shares were granted under the French plan to Mr. Babeau in
his capacity as Deputy CEO of Schneider Electric SE.
These 18,200 performance shares were granted to under the International plan to
Mr. Babeau in his capacity as CEO of Invensys.
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 conditioned 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.
15% of the shares vested are subject to a holding requirement until such time as
Mr.Babeau ceases his duties. Furthermore, in the event of vested shares being sold,
Mr.Babeau 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. Babeau holds Schneider Electric
shares with a value representing twice his annual fi xed compensation.
The percentage of capital represented by Mr.Babeau’s share allocation is 0.004%.
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
N/A
6) Other benefi ts €1,404 Mr.Babeau received the employer matching contribution paid to subscribers to the
capital increase reserved for employees.
Board authorization: February 18, 2015
€7,535 Mr.Babeau benefi ted from the incentive plan, profi t- sharing.
Board authorization: February 18, 2015
€14,881
Mr.Babeau benefi ted from a company car.
Board authorization: February18 , 2015