Connect - Schneider Electric
Connect - Schneider Electric
Connect - Schneider Electric
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the course of our work are properly disclosed in the Chairman’ s<br />
report.<br />
On the basis of our work, we have nothing to report on the information<br />
in respect of the company’ s internal control and risk management<br />
procedures relating to the preparation and processing of accounting<br />
and fi nancial information contained in the report prepared by the<br />
chairman of the Supervisory Board in accordance with article L.<br />
225-68 of French Commercial Code (Code de Commerce).<br />
> 11. Application of the AFEP/MEDEF<br />
CORPORATE GOVERNANCE<br />
APPLICATION OF THE AFEP/MEDEF CORPORATE GOVERNANCE GUIDELINES<br />
corporate governance guidelines**<br />
<strong>Schneider</strong> <strong>Electric</strong> applies the AFEP/MEDEF corporate governance guidelines with the following exceptions:<br />
Recommendation <strong>Schneider</strong> <strong>Electric</strong> practice<br />
Deadline for Audit Committee review of the fi nancial<br />
statements<br />
The Audit Committee should review the fi nancial statements at<br />
least two days before they are reviewed by the Board.<br />
Compensation and benefi ts paid to corporate offi cers<br />
Fixed salary should be revised only after a relatively long period,<br />
such as three years.<br />
Top-hat pension plan<br />
The increase in potential rights should correspond to a limited<br />
percentage of the benefi ciary’s compensation.<br />
Other information<br />
We confi rm that the report prepared by the chairman of the<br />
supervisory board also contains other information required by article<br />
L. 225-68 of French Commercial Code (Code de Commerce).<br />
Courbevoie and Paris-La Défense, March 21, 2012<br />
The Statutory Auditors<br />
French original signed by<br />
Mazars Ernst & Young et Autres<br />
David CHAUDAT Yvon SALAÜN<br />
At <strong>Schneider</strong> <strong>Electric</strong>, the Audit Committee which reviews the Financial<br />
Statements meets after the Management Board meeting that approves<br />
the Financial Statements and the day before the Board Director’s<br />
meeting.<br />
However, the Committee members receive a meeting fi le with the draft<br />
Financial Statements four to fi ve days before the meeting.<br />
The Management Board members’ fi xed salary is revised each<br />
year. When Jean-Pascal Tricoire became President and CEO, his<br />
compensation was not (and still is not) aligned with that of CEOs<br />
of comparable companies. The Board decided to reduce the gap<br />
gradually through annual salary revisions after reviewing Mr Tricoire’s<br />
performance.<br />
Under the Top-hat Pension Plan for the Group’s Senior Management<br />
(see page 125 ), most rights are acquired at the outset. However, the<br />
plan complies with the recommendation’s intention, given that:<br />
• the rights are capped at 25% of average compensation;<br />
• current members still have many years of service to perform before<br />
they can benefi t from the plan.<br />
The Supervisory Board authorised the Management Board to change<br />
this plan to conform with the AFEP/MEDEF recommendations<br />
(see pages 260-261 and 265 )<br />
2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
141<br />
3