3 CORPORATE GOVERNANCE MANAGEMENT INTERESTS AND COMPENSATION On this basis, attendance fees paid in respect of 2010 and 2011 were as follows: Supervisory Board members 126 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC Amounts paid for the fi nancial year 2011 (1) Amounts paid for the fi nancial year 2010 (1) Mr LACHMANN Attendance fees EUR70,000 EUR60,000 Other Mr APOTHEKER EUR500,000 EUR500,000 Attendance fees Other (2 ) Mrs ATKINS EUR75,000 EUR57,500 Attendance fees Other (3 ) Mr BÉBÉAR EUR61,000 - Attendance fees Other Mr BRIQUET EUR15,000 EUR15,000 (4) Attendance fees Other Mr FORGEARD - - Attendance fees Other Mr GALLOT EUR70,000 EUR60,000 Attendance fees Other (5 ) Mr KIM EUR70,000 EUR60,000 Attendance fees Other Mr KISSLING EUR61,000 - Attendance fees Other Mrs KOPP EUR85,000 EUR75,000 Attendance fees Other Mr de La MARTINIÈRE EUR50,000 EUR45,000 Attendance fees Other (6 ) Mr MAHINDRA EUR85,000 EUR75,000 Attendance fees Other (7 ) Mrs SÉNÉQUIER EUR29,600 EUR11,100 Attendance fees Other Mr THOMAN EUR40,000 EUR8,150 Attendance fees Other Mr WEINBERG EUR65,000 EUR55,000 Attendance fees Other (1) Attendance fees for the year are paid at the beginning of the following year. EUR60,000 EUR55,000 (2 ) This sum includes a non-recurring fee of EUR15,000 awarded by the Board for Ms ATKINS. (3 ) Non-voting member. (4) Mr Briquet, who has a employment contract with <strong>Schneider</strong> <strong>Electric</strong> Industries SAS, waived payment of his attendance fees. The sum of the attendance fees will be donated by <strong>Schneider</strong> <strong>Electric</strong> SA to the <strong>Schneider</strong> <strong>Electric</strong> Foundation. (5 ) This sum includes a non-recurring fee of EUR10,000 awarded by the Board to Mr KIM. (6 ) Mr Mahindra resigned on June 27, 2011. (7 ) Non-voting member before being appointed as a member of the Supervisory Board at the Annual Shareholders’ Meeting on April 21, 2011.
Based on the recommendation of the Remunerations, Appointments and Human Resources Committee, at its meetings on December 15, 2010, February 16, 2011, December 15, 2011 and February 21, 2012 the Supervisory Board set the annual compensation for the members of the Management Board. President and CEO – Jean-Pascal Tricoire At its meetings of December 15, 2010 and February 16, 2011, the Supervisory Board: • decided to set the annual 2011 salary of Jean-Pascal Tricoire at EUR900,000 and his target variable remuneration at 100% of this amount, with a maximum of 200%. 70% of Mr Tricoire’s target variable remuneration is based on Group performance targets and 30% is based on measurable personal targets; • authorised, as part of the long-term incentive plan for 2011, an allocation of 50,000 (1) performance shares under plan 10. The allocation of these shares is entirely dependent on attaining Group performance criteria, in compliance with the AFEP/ MEDEF recommendations. These shares are also subject to lock-up arrangements (see page 250 ). At its meeting of February 16, 2011 the Supervisory Board set the following targets for Mr Tricoire’s variable remuneration. • Group performance: organic revenue growth, growth in operating profi t, cash generation ratio and customer satisfaction rates; • Individual performance: complete the One programme develop the new company programme, balance between Solutions/ Products... CORPORATE GOVERNANCE MANAGEMENT INTERESTS AND COMPENSATION Compensation and stock options for Management Board Members Overview of Management Board compensation Based on these elements, at its meeting of February 21, 2012, the Supervisory Board set the variable remuneration for 2011 at 133.10 % of his base salary, or EUR1,197,900 . Member of the Management Board – Emmanuel Babeau At its meetings of December 15, 2010 and February 16, 2011, the Supervisory Board decided: • to set Mr Babeau’s total fi xed annual salary for 2011 at EUR500,000 and his target variable remuneration at 80% of this amount, with a maximum of 160%. 70% of Mr Babeau’s target variable remuneration is based on Group performance targets and 30% is based on measurable personal targets; • authorised, as part of the long-term incentive plan for 2011, an allocation of 20,000 (2 ) shares for performance under plan 10. The allocation of these shares is entirely dependent on attaining Group performance criteria, in compliance with the AFEP/MEDEF recommendations. These options are also subject to lock-up arrangements (see page 250 ). 70% of the variable remuneration is based on the Group’s overall performance (rate of operating margin, organic growth, cash generation ratio, customer satisfaction rate, company’s social responsibility and people development ) and 30% is based on attaining personal objectives laid down by the Board. Based on these elements, at its meeting of February 21, 2012, the Supervisory Board set the variable remuneration for 2011 at 103.23 % of base salary, or EUR516,150 Summary of remunerations, stock options and shares granted to each corporate officer director for the financial year Jean-Pascal TRICOIRE, President and CEO Financial year 2011 Financial year 2010 Remuneration for the fi nancial year 2,101,097 2,323,946 Valuation of options granted during the fi nancial year (3 ) 0 958,000 Value of stock grants granted during the fi nancial year 2,565,000 867,500 TOTAL 4,666,097 4,149,446 Emmanuel BABEAU, Member of the Management Board Financial year 2011 Financial year 2010 Remuneration for the fi nancial year 1,021,667 1,215,167 Valuation of options granted during the fi nancial year (3 ) 0 287,400 Value of stock grants granted during the fi nancial year 1,026,000 260,250 TOTAL 2,047,667 1,762,817 (1) The data below has been adjusted to refl ect two-for-one share split that took place on September 2, 2011. (2) See note 1 . (3) The valuation of stock options and stock grants correspond to a measurement carried out in application of IFRS 2 and not remuneration actually received during the fi nancial year. Income from these stock options and stock grants is subject to the attainment of performance criteria 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 127 3