Connect - Schneider Electric
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3 CORPORATE GOVERNANCE MANAGEMENT INTERESTS AND COMPENSATION Summary table of the remuneration of each corporate officer Jean-Pascal TRICOIRE Financial year 2011 Financial year 2010 President and CEO Amounts due for the fi nancial year 128 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC Amounts paid during the fi nancial year Amounts due for the fi nancial year Amounts paid during the fi nancial year Fixed remuneration 900,000 900,000 850,000 850,000 Variable remuneration 1,197,900 1,468,800 1,468,800 1,147,500 Exceptional remuneration 0 0 0 0 Attendance fees 0 0 0 0 Benefi ts in kind (company car) 3,197 3,197 5,146 5,146 TOTAL 2,101,097 2,371,997 2,323,946 2,002,646 Emmanuel BABEAU Financial year 2011 Financial year 2010 Member of the Management Board Amounts due for the fi nancial year Amounts paid during the fi nancial year Amounts due for the fi nancial year Amounts paid during the fi nancial year Fixed remuneration 500,000 500,000 500,000 500,000 Variable remuneration 516,150 709,650 709,650 316,000 Exceptional remuneration 0 0 0 0 Attendance fees 0 0 0 0 Benefi ts in kind (company car) 5,517 5,517 5,517 5,517 TOTAL 1,021,66 7 1,215,167 1,215,167 821,517 Subscription or purchase options attributed during the financial year to each corporate officer by the issuer and by any company in the Group The data below has been adjusted to refl ect two-for-one share split that took place on September 2, 2011. No options to subscribe new shares or purchase existing shares were granted during the 2011 fi nancial year. For a complete understanding of the information reported in the summary of the compensation, stock options and stock grants received by each corporate offi cer (see page 127 ), the allocations made for 2010 are given below. Plan no. (1) Unit Number valuation of options Type of Plan date IFRS 2 granted Exercise price Exercise period options (2) Jean-Pascal TRICOIRE 33 Dec. 21, 2009 9. 58 100,000 37. 92 Dec. 21, 2013/ Dec. 20, 2019 P/S Emmanuel BABEAU 33 Dec. 21, 2009 9. 58 30,000 37. 92 Dec. 21, 2013/ Dec. 20, 2019 P/S (1) Plan 33 granted for the fi nancial year 2010. (2) Their type, purchase options (P) or subscriptions options (S) will be determined before the start of the fi nancial year. Plan 33 Performance criteria 100% of options – 2010 and 2011 operating margin and share of revenue generated in new economies
Stock grants allocated during the financial year to each corporate officer CORPORATE GOVERNANCE MANAGEMENT INTERESTS AND COMPENSATION The data below has been adjusted to refl ect two-for-one share split that took place on September 2, 2011. For a complete understanding of the information reported in the summary of the compensation, stock options and stock grants received by each corporate offi cer (see page 127 ), the allocations made in 2011 (for 2012) and the allocations made in 2009 and 2010 for 2010 and 2011 are disclosed hereinafter. Plan no. (1) Plan date Number of shares granted Unit valuation IFRS 2 Acquisition date Date of availability Jean-Pascal TRICOIRE 8 Dec. 21, 2009 25,000 34. 70 December 22, 2012 February 23, 2013 10 Dec. 17, 2010 50,000 51. 30 March 18, 2013 March 19, 2015 13 Dec. 16, 2011 50,000 33. 89 March 17, 2014 March 18, 2016 Emmanuel BABEAU 8 Dec. 21, 2009 7,500 34. 70 December 22, 2012 February 23, 2013 10 Dec. 17, 2010 20,000 51. 30 March 18, 2013 March 19, 2015 13 Dec. 16, 2011 22,000 33. 89 March 17, 2014 March 18, 2016 (1) Plan 8 for 2010, plan 10 for 2011, plan 13 for 2012. Performance criteria 100% of the shares – 2010 and 2011 operating margin and share of revenue generated in new economies Performance shares made available for each corporate officer Name Plan no. Plan date Plan 8 Plan 10 Plan 13 100% of the shares – 2011 and 2012 operating margin and average revenue growth in 2011 and 2012 compared to changes in world GDP over the same period 100% of the shares - 2012 and 2013 operating margin and change in the Planet &Society Barometer Number of shares made available during the fi nancial year Date of availability Conditions of acquisition Jean-Pascal TRICOIRE 1 Dec. 21, 2006 10,588 Dec. 21, 2011 50% of shares - 2007 and 2008 operating margin and revenue Benefits received by members of the Management Board Management Board corporate offi cers Jean-Pascal TRICOIRE President and CEO May 3, 2009 May 2, 2012 Emmanuel BABEAU Member of the Management Board May 3, 2009 May 2, 2012 Employment contract Top-hat pension plan See hereafter “Member of the Management Board” Payments or benefi ts may be due in the event of termination or change of function Payments in relation to a non-compete agreement Yes No Yes No Yes No Yes No See hereafter “President and CEO” See above “Pension benefi ts” See hereafter “President and CEO” See hereafter “Member of the Management Board” See above “Pension benefi ts” (1) (1) The contribution paid in 2011 to the defi ned contribution retirement plan was EUR22,901. See hereafter “President and CEO” See hereafter “Member of the Management Board” 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 129 3
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3 CORPORATE GOVERNANCE<br />
MANAGEMENT INTERESTS AND COMPENSATION<br />
Summary table of the remuneration of each corporate officer<br />
Jean-Pascal TRICOIRE Financial year 2011 Financial year 2010<br />
President and CEO<br />
Amounts due for the<br />
fi nancial year<br />
128 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
Amounts paid during<br />
the fi nancial year<br />
Amounts due for the<br />
fi nancial year<br />
Amounts paid during<br />
the fi nancial year<br />
Fixed remuneration 900,000 900,000 850,000 850,000<br />
Variable remuneration 1,197,900 1,468,800 1,468,800 1,147,500<br />
Exceptional remuneration 0 0 0 0<br />
Attendance fees 0 0 0 0<br />
Benefi ts in kind (company car) 3,197 3,197 5,146 5,146<br />
TOTAL 2,101,097 2,371,997 2,323,946 2,002,646<br />
Emmanuel BABEAU Financial year 2011 Financial year 2010<br />
Member of the Management Board<br />
Amounts due for the<br />
fi nancial year<br />
Amounts paid during<br />
the fi nancial year<br />
Amounts due for the<br />
fi nancial year<br />
Amounts paid during<br />
the fi nancial year<br />
Fixed remuneration 500,000 500,000 500,000 500,000<br />
Variable remuneration 516,150 709,650 709,650 316,000<br />
Exceptional remuneration 0 0 0 0<br />
Attendance fees 0 0 0 0<br />
Benefi ts in kind (company car) 5,517 5,517 5,517 5,517<br />
TOTAL 1,021,66 7 1,215,167 1,215,167 821,517<br />
Subscription or purchase options attributed during the financial year to each corporate officer by the issuer<br />
and by any company in the Group<br />
The data below has been adjusted to refl ect two-for-one share split that took place on September 2, 2011.<br />
No options to subscribe new shares or purchase existing shares were granted during the 2011 fi nancial year.<br />
For a complete understanding of the information reported in the summary of the compensation, stock options and stock grants received by<br />
each corporate offi cer (see page 127 ), the allocations made for 2010 are given below.<br />
Plan no. (1) Unit Number<br />
valuation of options<br />
Type of<br />
Plan date IFRS 2 granted Exercise price Exercise period options (2)<br />
Jean-Pascal TRICOIRE 33 Dec. 21, 2009 9. 58 100,000 37. 92 Dec. 21, 2013/ Dec. 20, 2019 P/S<br />
Emmanuel BABEAU 33 Dec. 21, 2009 9. 58 30,000 37. 92 Dec. 21, 2013/ Dec. 20, 2019 P/S<br />
(1) Plan 33 granted for the fi nancial year 2010.<br />
(2) Their type, purchase options (P) or subscriptions options (S) will be determined before the start of the fi nancial year.<br />
Plan 33<br />
Performance criteria 100% of options – 2010 and 2011 operating margin and share of revenue generated in new economies
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