APC 2015 Annual Report Download - page 319

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 317
ANNUAL SHAREHOLDERS’ MEETING
8
SPECIAL REPORT FROM STATUTORY AUDITORS
The principle of this outsourcing was authorized by the Supervisory
Board meeting of December 15, 2010.
The nature of the contract’s guarantees and the implementation
and operation methods were defi ned in accordance with legislative
and regulatory provisions. The contract was agreed with normal
insurance contract conditions, under which implementation
depends on duration of human life.
It aims to guarantee payment of annuity arrears due under the rules
of the different plans for contracting companies. It took effect on
April 30, 2012 and can be terminated each year by the parties
provided notice is given before October 31 that will take effect on
December 31 of the same year.
Premiums paid by contracting companies under contracts
concluded with AXA France Vie are assigned to a collective pension
fund of the contracting companies to cover all or part of their
commitments under these plans.
The insurer is opening in its books an Annuities Guarantee Fund in
which the mathematical reserves comprise the income guaranteed
under the two contracts. The amount of the premiums for pre-
fi nancing of possible liabilities related to past services is determined
by considering the periodic actuarial analyses. The fi nancing of
benefi ts for which payment is transferred to the insurer is calculated
by the latter, on the basis of the regulatory tables.
Mr. Jean-Pascal TRICOIRE and Mr. Emmanuel BABEAU are no
longer concerned by this regulated agreement since the Board of
Directors’ meeting of February 18, 2015, that decided to cancel
their right to pension plan with defi ned benefi ts (article 39).
Signed in Paris-La Défense and in Courbevoie, on March 10, 2016
The Statutory Auditors
ERNST & YOUNG
ETAUTRES
Jean-Yves Jégourel
MAZARS
David Chaudat
4.2 Statutory auditors’ report on the authorization to make grants of free shares,
existing or to be issued, subject to performance conditions, as the case may be
To the Shareholders,
In our capacity as statutory auditors of your company and in
compliance with Articles L.225-197-1 of the French Commercial
Code (Code de commerce), we hereby report on the proposed
authorization to make grants of free shares, existing or to be
issued, subject to performance conditions, as the case may be, to
members of the staff or certain categories determined from among
the employees of the Company or of companies affiliated therewith
for purposes of Article L. 225-197-2, as well as to officers who
meet the conditions set forth in Article L. 225-197-1 of the French
Commercial Code, upon which you are called to vote.
The aggregate number of shares that may thus be granted shall not
amount to more than 2% of the Company’s share capital at the date
of this Shareholders’ Meeting, it being specified that the number
of shares that may be granted annually to corporate officers of
the Company under and pursuant to this authorization shall not
account for a percentage greater than 0.03% of the Company’s
share capital at the date of this Shareholders’ Meeting.
Your board of directors proposes that, on the basis of its report,
it be authorized, for a period of 38 months from the date of this
Shareholders’ Meeting, to make grants of free shares, existing or
to be issued.
It is the responsibility of the board of directors to prepare a report
on these transactions with which it wishes to proceed. It is our
responsibility to give you our comments, if we have any, on the
information that you have thus been given about the proposed
transactions.
We have performed those procedures which we considered
necessary to comply with the professional guidance issued by
the French national auditing body (Compagnie Nationale des
Commissaires aux Comptes) for this type of engagement. These
procedures consisted, in particular, in verifying that the methods
planned and set out in the board of directors’ report comply with
the provisions of the law.
We have no comments to make on the information set out in the
board of director’s report on the proposed authorization to make
grants of free shares.
Signed in Paris-La-Défense and in Courbevoie, on March 10, 2016
The statutory auditors
ERNST & YOUNG
ETAUTRES
Jean-Yves Jégourel
MAZARS
David Chaudat