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Senior Management<br />

The Senior Management team consists of the Management Board,<br />

assisted by the Executive Committee. The 14 member Executive<br />

Committee is chaired by the Chairman of the Management Board.<br />

In addition to the members of the Management Board, it comprises:<br />

• the Executive Vice-Presidents of the Global Functions:<br />

Information Systems, Marketing, Strategy & Innovation, Global<br />

Human Resources and Industrial Operations;<br />

• the Executive Vice-Presidents of the businesses: Power Global &<br />

EMEAS*, Power North America & Buildings, Power Asia Pacifi c,<br />

Industry, Energy, IT and Custom Sensors & Technologies.<br />

Senior Management compensation in 2011<br />

In 2011, gross compensation, including benefi ts in kind, paid by<br />

group companies to members of Senior Management other than<br />

the Management Board members amounted to EUR12,069,456,<br />

including EUR4,984,231 in variable remuneration for the<br />

2010 fi nancial year. Group objectives for the fi nancial year in<br />

question were:<br />

• organic growth;<br />

• operating margin;<br />

• cash fl ow;<br />

• customer satisfaction and dissatisfaction.<br />

Performance shares and SARs<br />

The data below has been adjusted to refl ect two-for-one share<br />

split that took place on September 2, 2011. As part of the annual<br />

long-term participation schemes:<br />

• Allocation of December 2010 for the 2011 fi nancial year<br />

CORPORATE GOVERNANCE<br />

MANAGEMENT INTERESTS AND COMPENSATION<br />

Compensation paid to members of Senior Management other than Management<br />

Board members<br />

* EMEAS = Europe, Middle-East, Africa and South America.<br />

On December 17, 2010, members of Senior Management other<br />

than Management Board members were allocated (for the 2011<br />

fi nancial year) a total of:<br />

– Performance shares (French residents): 29,000 shares under<br />

plan 10;<br />

– Stock grants (non-residents): 88,000 shares under plan 11;<br />

– SARs (US citizens or residents): 190,000 SARs.<br />

All of the options and stock grants are subject partially (50%) to<br />

performance criteria.<br />

• Allocation of December 2011 for 2012<br />

On December 16, 2011, members of Senior Management other<br />

than Management Board members were allocated (for the 2012<br />

fi nancial year) a total of:<br />

– 12,500 stock grants under plan 13 for residents of France;<br />

– 120,250 stock grants under plan 14 for non-residents of<br />

France;<br />

– 210,000 SARs for US residents or citizens.<br />

100% of these allocations are subject to performance criteria.<br />

As of December 31, 2011, Members of Senior Management other<br />

than Management Board members thus held:<br />

• 676,854 stock options including 124,400 subject to the<br />

attainment of Group performance criteria;<br />

• 744,440 SARs including 431,360 that are conditional;<br />

• 338,682 performance shares including 235,716 that are<br />

conditional.<br />

2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />

131<br />

3

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