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3 CORPORATE GOVERNANCE REGULATED AGREEMENTS Transactions in Schneider Electric SA shares by senior management and corporate officers in 2011 Transactions disclosed in application of article 621–18-2 of the French Monetary and Financial Code Date Name Transaction type Unit price (1) Total transaction amount June 28, 2011 Henri Lachmann Exercise of stock options €27.77 €1,666,500 July 12, 2011 Henri Lachmann Subscription via FCPE €47.69 €75,000 July 12, 2011 Claude Briquet Subscription via FCPE €47.69 €2,400 July 12, 2011 Claude Briquet Subscription via FCPE €47.69 €4,786 July 12, 2011 Emmanuel Babeau Subscription via FCPE €47.69 €6,465 July 12, 2011 Jean-Pascal Tricoire Subscription via FCPE €47.69 €3,000 July 12, 2011 Jean-Pascal Tricoire Subscription via FCPE €47.69 €210,395 August 29, 2011 Dominique Sé né quier Share purchase €45.24 €22,870 August 29, 2011 Betsy Atkins Share purchase $ 65.62 $ 32,808 September 1, 2011 Jeong Kim Natural person connected to Share purchase €46.77 €23,415 November 15, 2011 Serge Weinberg Natural person connected to Share purchase €39.90 €9,974 November 15,2011 Serge Weinberg Share purchase €39.90 €9,974 December 12, 2011 Willy Kissling Share transfer €40.38 €1,615 December 12, 2011 Willy Kissling Share transfer €40.37 €30,318 December 12, 2011 Willy Kissling Share transfer €40.38 €35,252 (1) Data adjusted to refl ect two-for-one share split that took place on September 2, 2011. > 9. Regulated Agreements At its meeting of January 6, 2006, the Board of Directors authorised the signature of a shareholders’ agreement between AXA and Schneider Electric SA. The agreement calls for the continuation of stable cross-shareholdings between the two groups. In particular, Schneider Electric SA undertakes to hold no less than 8.8 million AXA shares, or 0.4% of AXA’s capital, while AXA undertakes to hold no less than 2.6 million Schneider Electric SA shares or 1% of Schneider Electric SA’s capital. Each group also holds a call option that may be exercised in the event of hostile takeover. This agreement, which was entered into for a period of one year and renewable tacitly each year for one year was approved by the Anual Shareholders’ Meeting of April 26, 2007. On December 22, 132 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 2011 AXA and Schneider Electric informed the AMF that they had decided not to renew this agreement. It will therefore cease in its effects on the date dictated by the contract, i.e. May 15, 2012. This cancellation has been made public by the AMF on December 27, 2011. As Jean-Pascal Tricoire agreed to resign from his employment contract with the Schneider Electric Group (where he has 22 years’ seniority) when his term as Chairman of the Board expired on May 2, 2009, the Supervisory Board defi ned his new status with his agreement. His new status took effect on May 3, 2009 and was
approved by the Shareholders’ Meeting. Under this agreement, set out on pages 130 Jean-Pascal Tricoire: • benefi ts from the Top-hat Pension Plan for Schneider Electric senior executives, the Schneider Electric SA employee benefi t plan and the supplementary health, disability and death coverage available to the Group’s senior executives; • is bound by a non-compete agreement; • is entitled to compensation in the event of termination, capped at 24 months of his target remuneration taking into account compensation provided for in the non-compete agreement described above and provided that he resigns, is dismissed or is not re-appointed following a material change in Schneider Electric’s shareholder structure or a re-orientation of the strategy pursued and promoted by him until that time; • retains, subject to performance criteria, all unvested stock options, stock grants and performance stock grants should he leave the Company. At its meetings of April 23 and December 17, 2009, the Supervisory Board agreed that Emmanuel Babeau would continue to benefi t from the top-hat pension plan for senior executives provided under his employment contract with Schneider Electric Industries SAS. The Shareholders’ Meeting of April 22, 2010 approved this benefi t. > 10. Internal control and risk management** CORPORATE GOVERNANCE INTERNAL CONTROL AND RISK MANAGEMENT On February 21, 2012 the Supervisory Board gave the Management Board authorisation to change the Top-hat Pension Plan for the Schneider Group’s directors to comply with the AFEP/MEDEF recommendations that provide for progressive acquisition of rights according to length of service. It has also given authorisation for Management Board members to benefi t from the modifi ed plan (see pages 260, 261 and 265 ). The Supervisory Board decided to renew the Management Board on expiry of its appointment on May 2, 2012 for a further period of three years. As a result, and pursuant to the TEPA act, the Supervisory Board decided to renew the sections of the articles of association relating to Mr Jean-Pascal Tricoire. These remain unchanged under the following conditions: • the benefi t of supplementary sickness, incapacity, disability and death coverage available to the Schneider Electric’s senior executives is subject to performance criteria; • compensation in the event of termination is not capped at twice the target remuneration (fi xed and variable target), but at twice the mathematical average of the effective annual remuneration (fi xed and variable) for the last three years (see pages 261-262, 265-266 ). 10.1 Definition and objectives of internal control and risk management Definition and objectives The Group’s internal control procedures are designed to ensure: • compliance with laws and regulations; • application of instructions and guidelines issued by Senior Management; • the proper functioning of the Company’s internal processes, notably as concerns asset preservation; • the reliability of fi nancial reporting; more generally, internal control helps the Group manage its businesses, run effi cient operations and use its resources effi ciently. Internal control aims to prevent and manage risks related to the Group’s business. These include accounting and fi nancial risks, the risk of fraud, as well as operating, fi nancial and compliance risks. However, no system of internal control is capable of providing absolute assurance that these risks will be managed completely. Scope of this report The system is designed to cover the Group, defi ned as the Schneider Electric SA parent company and the subsidiaries over which it exercises exclusive control. Jointly controlled entities are subject to all of the controls described below, with the exception of self-assessments of the implementation of Key Internal Controls (see “Operating Units” below). Internal control reference documents The Group’s internal control system complies with the legal obligations applicable to companies listed on the Paris stock exchange. It is consistent with the reference framework laid down by France’s Autorité des Marchés Financiers (AMF). The internal control process is a work in progress; procedures are adapted to refl ect changes in the AMF recommendations and the business and regulatory environment, as well as in the Group’s organisation and operations. Information used to prepare this report This report was prepared using contributions from the Group’s Internal Audit and Internal Control Departments, the Management Control and Accounting Departments, as well as the various participants in internal control. It was reviewed by the Audit Committee. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 133 3
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Registration Document 2011 Financia
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Registration Document Financial and
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distinctions that are both an achie
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Interview with Schneider Electric r
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Supervisory Board (as of February 2
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Sales by geography 18% Rest of the
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2011 in brief Growth and acquisitio
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and IT managers will now be able to
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1 Description of the Group, and its
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1.3 The emergence of sustainable ci
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DESCRIPTION OF THE GROUP, AND ITS S
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2. Leader in an industry of the fut
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Specifiers: in search of efficient
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3.2 A platforms strategy The growin
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Diversified partnerships In additio
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4. Organisational simplicity DESCRI
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These procedures include quarterly
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The Group may be exposed to the ris
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Legal risks The Group’s products
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• in North America, a captive ins
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2 Sustainable development 1. Sustai
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT GREEN AND
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2 SUSTAINABLE DEVELOPMENT SCHNEIDER
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2 SUSTAINABLE DEVELOPMENT COMMITTED
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6 BALANCE 220 COMPANY FINANCIAL STA
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7 GENERAL GENERAL PRESENTATION OF S
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7 GENERAL PRESENTATION OF SCHNEIDER
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GENERAL PRESENTATION OF SCHNEIDER E
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GENERAL PRESENTATION OF SCHNEIDER E
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8 MANAGEMENT ANNUAL AND EXTRAORDINA
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ANNUAL AND EXTRAORDINARY SHAREHOLDE
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274 PERSONS RESPONSIBLE FOR THE REG
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Schneider Electric SA Headquarters:
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