APC 2015 Annual Report Download - page 306

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC304
ANNUAL SHAREHOLDERS’ MEETING
8REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
TSR target rate over the three-year period. However, fi nal
acquisition of shares at the end of the three-year period will
nevertheless be capped at 100% of the number of shares
originally subject to Adjusted EBITA margin and TSR criteria.
–TSR, an objective set based on Schneider Electric ranking within
the following panel of companies (ABB, Legrand, Siemens and
Schneider Electric for Europe, Eaton, Emerson, Honeywell,
Johnson Controls, Rockwell Automation for the United States
and Fuji Electric, Mitsubishi Electric and Yokogawa for Asia).
This list may be revised in case of acquisition/merger of one or
several companies of this panel. A ranking in:
– First quartile (1st, 2nd, 3rd place) enables an achievement rate of
up to 150%, with an average rate of 135%. This achievement
rate will, on the one hand, enable 100% achievement of the TSR
criterion and, on the other hand, can offset non-achievement
of the Adjusted EBITA target or rate of cash conversion target
over the three-year period. However, fi nal acquisition of shares
at the end of the three-year period will nevertheless be capped
at 100% of the number of shares originally subject to Adjusted
EBITA margin and rate of cash conversion criteria,
– Second quartile (4th, 5th, 6th place) enables an average
achievement rate of 87% of the criterion,
– Third quartile (7th, 8th, 9th place) enables an average achievement
rate of 13% of the criterion,
– Last quartile (10th, 11th, 12th place) gives a zero achievement
rate.
TSR will be calculated over a period of 3 years using the
average prices for the last 60 days prior to the month of
grant, as well as the average prices for the last 60 days prior
to the month of vest after three years.
In order to limit impacts of short-term price volatility, TSR will
be measured in euros for all companies of the panel.
Considering signifi cant threshold effects, on the one hand,
and uncertainty of events that may occur during reference
periods to the share price of the companies of the panel, it is
established that, in the case that the gap between Schneider
Electric TSR and the one of the company of the immediate
upper rank is less than 3% in TSR value, Schneider Electric
will have the same ranking as this latter.
•The “Planet & Society barometer,” which measures the progress
of the Group with regard to environmental sustainability and
social responsibility across 14 indicators (see page 104 ) will be
appreciated at the end of a three-year period based on a scale
set by the board of directors.
(iii) Other characteristics
•The senior corporate offi cers are bound by obligations to retain their
shares, which are presented on pages 281 et seq .
•In accordance with the provisions of the French Commercial Code,
it is the responsibility of the board of directors to determine the
identity of benefi ciaries of the allocations, as well as the conditions
and, where appropriate, the criteria for allocation of shares.
•Since the shares that may be so allocated may be shares to be
issued, the authorization involves the waiver by shareholders of
their pre-emptive right to free shares to be issued.
•Authorization is granted for a period of 38 months.
Authorization given to the board of directors
to grant stock options to corporate officers
and employees of the company and its
subsidiaries and affiliates, with waiver by
shareholders of their subscription rights –
Twentieth Resolution
In April2013, the Annual Shareholders’ Meeting authorized the board
of directors to grant options to corporate offi cers and employees of
Schneider Electric SE and its subsidiaries and affi liates, as defi ned in
ArticleL.225-180 of the French Commercial Code, within the limit of
the number of options granted and not yet exercised of 0.5% of the
capital.
The board of directors did not make use of this authorization.
This authorization expires in June2016. However, the board of directors
recommends that you renew it for a period of 38 months under the
following conditions:
•the total number of options granted and not yet exercised is limited
to 0.5% of the capital;
•the annual number of options granted to the Company’s senior
corporate offi cers (the CEO and the Deputy CEO ) pursuant to this
authorization may not exceed 0.03% of the capital;
•the period of validity of the options may not exceed 10 years;
•the exercise price may not be lower than the average of the opening
prices quoted for the Company’s shares over the 20 trading days
preceding the decision to grant the options;
•100% of the options granted to the Company’s senior corporate
offi cers and to members of the Executive Committee, in the
framework of the Group’s annual long-term incentive plans, will be
subject to performance criteria. 70% of the options granted to other
benefi ciaries in this framework will be subject to performance criteria.
These performance criteria will themselves be the same as those
selected for the performance share plans.
We also remind you that the senior corporate offi cers are bound by
obligations to retain a proportion of shares arising from the exercise of
options , which are presented on pages281 et seq .
The options granted in this way may be options to subscribe for shares.
The authorization involves the waiver by shareholders of their pre-
emptive subscription rights to shares to be issued upon the exercise
of options.