APC 2015 Annual Report Download - page 316

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC314
ANNUAL SHAREHOLDERS’ MEETING
8SPECIAL REPORT FROM STATUTORY AUDITORS
4.1 Statutory Auditors’ special report on regulated agreements
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4. Special report from statutory
auditors
To the Shareholders,
In our capacity as Statutory Auditors of your company, we present
below our report on regulated agreements and obligations.
Our responsibility is to report to you, based on the information
provided, on the main terms, conditions and the reasons for the
interest of the company of agreements that have been disclosed
to us or that we would have discovered at the time of our work,
without commenting on their relevance or substance or researching
the existence of other agreements. Under the provisions of article R.
225-31 of the French Commercial Code, it is the responsibility of the
shareholders to determine whether the agreements are appropriate
and should be approved.
Furthermore, it is our responsibility, if appropriate, to inform you of
the information set forth in the provisions of article R.225-31 of the
French Commercial Code pertaining to the signing during the past
year of agreements already approved by the shareholders at the
Shareholders’ Meeting.
We have performed the procedures we deemed necessary in
accordance with the professional guidelines of the Compagnie
nationale des commissaires aux comptes («CNCC» or French
Institute of Statutory Auditors) relevant to our task. Those standards
require that we perform procedures to verify that the information
given to us agrees with the underlying documents.
Agreements and obligations submitted to the
shareholders for approval at the shareholders’
meeting
Agreements and obligations authorized during the
financial year
We have been informed of no agreements and commitments
authorized during the last year and requiring the approval of the
Shareholders’ Meeting by virtue of article L.225-38 of the French
Commercial Code.
A greements and obligations previously approved by
the shareholders’ meeting
Pursuant to the provisions of article R. 225-30 of the French
Commercial Code, we were informed of the status of the
following agreements and commitments already approved by the
shareholders at the Shareholders’ Meetings in prior years, which
were continued during the past fi nancial year.
•With Mr. Jean-Pascal TRICOIRE (Chairman & Chief Executive
Officer)
Your Board of Directors, in its meetings of April 25, 2013, June
18/19, 2013, October 24, 2013 and February 18, 2015, authorized
the commitments and agreements in favor of Mr. Jean-Pascal
TRICOIRE as described hereunder:
–Contingency and supplementary cover or insurance
compensation plans
Mr. Jean-Pascal TRICOIRE benefi ts from the collective pension plan
applicable to employees of Schneider Electric SE and Schneider
Electric Industries SAS covering the supplementary sickness,
incapacity, disability and death.
Mr. Jean-Pascal TRICOIRE benefi ts from the supplementary health,
incapacity, disability and death cover available to the Group’s
French senior executives as well as from coverage under the Group
personal accident insurance policies.
Mr. Jean-Pascal TRICOIRE benefi ts from a spouse’s pension in
the event that he should die before the end of his term of offi ce
or prior to retirement after 55 years of age without restarting work,
following dismissal, or for reasons of a disability. The pension will
equal 60 percent of 25 percent of average salaries paid over the
three years preceding the date of death (or the date of departure
if death should occur once he has left Schneider Electric) minus
the amount of additional remuneration authorized by the Board of
Directors1, converted into a theoretical annuity equivalent that may
be purchased upon death in conformity with insurance conditions
(technical rate, mortality rate).
Mr. Jean-Pascal TRICOIRE benefi ts, in the event of disability
giving rise to the termination of all professional activity, the right to
pension payments (payable to the surviving spouse at a rate of 60
percent) beginning from retirement equal to 25 percent of average
salaries paid over the three years preceding the date of disability
minus 1.25percent per quarter of absence so as to obtain a full
rate of pension and minus the amount of additional remuneration
authorized by the Board of Directors1, converted into a theoretical
annuity equivalent that may be purchased upon disability in
conformity with insurance conditions (technical rate, mortality rate).
Additionally, contingency and supplementary cover compensation
for health, incapacity, disability and death inuring to the benefi t of
Mr. Jean-Pascal TRICOIRE shall be calculated on the basis of his
overall remuneration (fi xed/variable bonus and annual bonus1).
In conformity with the French Commercial Code, these rights relating
to contingency, supplementary cover or insurance compensation
are conditioned on one of the following two criteria being present:
positive average net profi t for the fi ve years preceding the event,
or positive average free cash fl ow for the fi ve years preceding the
event.
–Involuntary Severance Pay Scheme
(1) The Board of Directors in its meeting of February 18, 2015, taking into consideration the fact that the corporate offi cers of the company are
personally responsible for their top-hat pension plan, authorized the supplementary remuneration comprising: an annual component and an
exceptional component the aim of which is to create seed capital for the establishment of an additional pension benefi t.