APC 2015 Annual Report Download - page 318

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC316
ANNUAL SHAREHOLDERS’ MEETING
8SPECIAL REPORT FROM STATUTORY AUDITORS
Additionally, contingency and supplementary cover compensation
for health, incapacity, disability and death inuring to the benefi t of
Mr. Emmanuel BABEAU shall be calculated on the basis of his
overall remuneration (fi xed/variable bonus and annual bonus2).
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
Mr. Emmanuel BABEAU 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 Deputy 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 Deputy 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 Deputy
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
(including fi nancial years during which he fulfi lled responsibilities
as a member of the Management Board).
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. BABEAU’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. Emmanuel BABEAU 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. Emmanuel
BABEAU 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. Emmanuel BABEAU 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. Emmanuel BABEAU 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. Emmanuel
BABEAU’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. Emmanuel BABEAU’s termination
does not occur as a result of serious or gross misconduct.
•With Mr. Leo APOTHEKER (Vice-Chairman Independent Lead
Director)
Your Board of Directors, in its meeting of May 6, 2014, authorized
the remuneration of Mr. Léo APOTHEKER with regard to his
assignments as Vice-Chairman Independent Lead Director pursuant
to the statutes and internal guidelines of the Board of Directors, in
the amount of 250,000 euros per annum payable biannually.
The agreement was approved by the Shareholders’ Meeting of April
21, 2015.
Compensation payable in respect of this agreement amounts to
250,000 euros for the 2015 fi nancial year.
•Outsourcing agreement for the article 39 pension plan (closed)
Persons concerned: Mr. Henri LACHMANN (Director and Chairman
of the Human Resources and CSR committee), Mr. Jean-Pascal
TRICOIRE (until February 18, 2015) and Mr. Emmanuel BABEAU
(until February 18, 2015)
Your Supervisory Board, in its meeting of May 3, 2012, authorized
the signature on the same day of an insurance contract for defi ned
benefi t company pensions (Article L.137-11 of the Social Security
Code) with AXA France Vie in order to outsource commitments
under the closed article 39 plans:
– the 1995 Senior Executive Plan [46 benefi ciaries, including
the former Chairman of the Supervisory Board (retired)–and
the executive corporate offi cers–still actively employed];
– the former SPEP plan;
– the former CAVICA plan.