APC 2015 Annual Report Download - page 317

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 315
ANNUAL SHAREHOLDERS’ MEETING
8
SPECIAL REPORT FROM STATUTORY AUDITORS
Mr. Jean-Pascal TRICOIRE benefi ts from an Involuntary Severance
Pay scheme (hereinafter “Compensation”). Compensation is
capped, taking into account the non-compete compensation
stipulated below, at twice the mathematical average of the effective
annual remuneration for the last three years as authorized by the
Board of Directors (hereinafter “Maximum Amount”). The right to
Compensation shall be granted in the following cases:
•dismissal, non-renewal or resignation as Chief Executive Offi cer in
the six months following a material change in Schneider Electric’s
shareholder structure that could change the membership of the
Board of Directors;
•dismissal, non-renewal or resignation as Chief Executive Offi cer in
the event of a reorientation of the strategy pursued and promoted
by him until that time, whether or not in connection with a change
in shareholder structure as described above;
•requested dismissal, non-renewal or resignation as Chief
Executive Offi cer when the average rate of achievement of
performance objectives used to calculate the variable bonus
in the four full fi nancial years preceding his departure was 66
percent.
The right to Compensation is subject to and shall depend on the rate
of achievement of Group performance objectives used to determine
part of the variable portion of Mr. TRICOIRE’s compensation for the
three fi nancial years preceding the date of the Board meeting at
which the decision is made.
Hence, if the Group’s performance rate is:
•less than two-third ; no Compensation shall be awarded;
•two-third; the interested party shall receive 75 percent of the
Maximum Amount;
•at least 100 percent; he shall receive 100 percent of the Maximum
Amount;
•between two-third and 100 percent; he shall receive
Compensation calculated on a straight-line basis at a rate of 75
to 100 percent of the Maximum Amount.
It is hereby stipulated that compensation of any kind whatsoever
which should be awarded by companies of the Group in which Mr.
Jean-Pascal TRICOIRE exercises duties and responsibilities shall
be deducted from the amount due by Schneider Electric, it being
expressly specifi ed that i) such compensation shall be recognized
exclusively as Involuntary Severance Pay due to Mr. Jean-Pascal
TRICOIRE and that ii) in each and every case, such compensation
may not exceed the amount of Involuntary Severance Pay defi ned
hereunder.
Involuntary Severance Pay shall not be due in the event that
termination occurs as a result of serious or gross misconduct.
–Non-Compete Agreement
Mr. Jean-Pascal TRICOIRE benefi ts from the non-compete
agreement that binds the interested party to the company which
shall not exceed one year and shall be remunerated in an amount
not exceeding 60 percent of authorized target gross remuneration.
The Board of Directors shall rule on the application or the non-
application of the agreement at the time of departure of the
interested person, unless the aforesaid departure results from a
voluntary departure (excluding Involuntary Severance) and provided
that the interested party:
•has satisfi ed the conditions criteria regulating the payment of
Involuntary Severance Pay, and;
•is not nor shall not be entitled to accumulate his non-compete
compensation with payments from a pension plan.
In all other cases, (Involuntary Severance, resignation not meeting
the above conditions), the Board of Directors shall rule, within a
period to not exceed eight days from the date of departure of the
interested party, on the application or the non-application of the
non-compete agreement.
–Stock Options, Free Shares or Performance Shares
Mr. Jean-Pascal TRICOIRE retains forthwith, subject to performance
criteria and only in the event of his Involuntary Departure, the benefi t
of all his stock options, free shares or performance shares or any
other shares attributed to him. The performance criterion depends
on the mathematical average of the rate of achievement of Group
performance objectives, used to determine Mr. Jean-Pascal
TRICOIRE’s bonus for the three completed fi nancial years preceding
his departure and shall be equal to at least 66.67 percent of the
target on the condition that Mr. Jean-Pascal TRICOIRE’s termination
does not occur as a result of serious or gross misconduct.
•With Mr. Emmanuel BABEAU (Deputy Chief Executive
Officer)
Your Board of Directors, in its meetings of June 18/19, 2013,
October 24, 2013 and February 18, 2015, authorized the
commitments and agreements in favor of Mr. Emmanuel BABEAU
as described hereunder:
–Contingency and supplementary cover or insurance
compensation plans
Mr. Emmanuel BABEAU 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. Emmanuel BABEAU 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. Emmanuel BABEAU 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
Directors , converted into a theoretical annuity equivalent that may
be purchased upon death in conformity with insurance conditions
(technical rate, mortality rate).
Mr. Emmanuel BABEAU 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 Directors2, converted into a theoretical annuity equivalent
that may be purchased upon disability in conformity with insurance
conditions (technical rate, mortality rate).
(2) 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.