Connect - Schneider Electric

8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
MANAGEMENT BOARD REPORT
years preceding the date of the Board meeting at which the
decision is taken.
If the mathematical average of Group performance objectives
rate is:
– less than 50% of the target: no compensation will be paid,
– equal to 50% of the target: he will receive 75% of the Maximum
Amount,
– equal to 100% of the target: he will receive 100% of the
Maximum Amount,
– between 50% and 100%: he will receive between 75% and
100% of the Maximum Amount calculated on a straight-line
basis according to the rate of achievement;
The mathematical average of the Group target achievement
rate for the last three years (2009 to 2011) was 138.6%
3°) is bound by his non-compete agreement should he leave the
Company, unless a mutually agreeable arrangement is found;
the agreement is for a period of one year and is remunerated
(60% of target remuneration: fi xed + variable);
4°) retains forthwith, subject to performance criteria, the benefi t
of his stock options, stock grants and performance shares
granted to him or that will be granted to him, should he leave
the Company. The performance criterion depends on the
mathematical average of the rate of achievement of Group
performance objectives, used to determine Mr Jean-Pascal
Tricoire’s bonus for the three completed fi nancial years
preceding his departure, will be equal to at least 50% of
the target.
Mr Tricoire also benefi ts from the top-hat pension plan for the
Group’s senior executives as presented below and which approval
of the change is contained in the 4th resolution.
Nomination of the Supervisory Board members
- sixth to fifteenth resolutions -
The appointments of Mrs Léo Apotheker, Claude Briquet,
Jérôme Gallot, Willy Kissling, Henri Lachmann and Richard
Thoman come to an end at the close of the Annual Shareholders’
Meeting. In addition, the Supervisory Board on December 15, 2011
co- opted Mr Xavier Fontanet to replace Mr Anand Mahindra whose
appointment will also come to an end at the close of the Annual
Shareholders’ Meeting.
The Board considers the importance of the changes that occurred
in 2011 in its composition, with the addition of Mrs Betsy Atkins
and Mrs Jeong Kim, Dominique Sénéquier and Xavier Fontanet
who was co-opted to replace Mr Anand Mahindra, pausing in its
policy of female quotas, internationalisation and rejuvenation of its
members. In addition, the Management Board, in agreement with
the recommendation from the Supervisory Board, proposes:
• to renew the appointment of Messrs Kissling, Lachmann and
Thoman for a two year period due to the new statutory provisions
relating to the age of Board members, and of Messrs Apotheker
and Gallot for a period of four years;
• to ratify the co-opting of Mr Xavier Fontanet and elect him as a
member of the Supervisory Board for a period of four years.
Mr Briquet having been nominated to represent the employee
shareholders in virtue of the provisions of article 11-c of the articles
of association, his successor must be nominated according to the
procedure for this article. The procedure stipulates that when the
employee shareholders hold more than 3% of the capital at the end
of a fi nancial year, the representative for the employee shareholders
must be elected by the Annual Shareholder’s Meeting from among
the candidates designated by the FCPE (collective employee
262 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
shareholding plan investing in the Company shares) Supervisory
Boards or designated by the employee shareholders when their
shares are held directly and not via the FCPEs.
The candidates who have been designated are Mr Manfred Brill,
Mr Claude Briquet, Mrs Magali Herbaut and Mr Thierry Jacquet.
Following the Supervisory Board’s recommendation, the
Management Board has agreed to the 14th resolution nominating
Mrs Magali Herbaut as a Supervisory Board member representing
employee shareholders. Indeed, Mrs Magali Herbaut’s profi le fi ts the
objectives of female quotas, rejuvenation and, taking into account
her professional pathway within the Group, of internationalisation,
as set by the Supervisory Board regarding its composition.
The Management Board therefore invites you to vote solely in favour
of the 14th resolution and to abstain from the 12th , 13th , and 15th resolutions.
Biographical notes for Messrs Apotheker, Fontanet, Gallot, Kissling,
Lachmann and Thoman, as well as their roles are provided in the
Company governance report (see pages 109-115 ). The candidates
for the Supervisory Board member duties to represent the employee
shareholders are given below.
Mr Manfred Brill (age: 57)
Manfred Brill holds German nationality and after studying applied
science at university began his career in 1975 in the company BBC
AG as a project and software engineer. In 1982, he joined AEG
AG as a programmer, then taking on the role of systems engineer.
He later became R&D manager for communication systems and
then joined Schneider Electric Group at the time of the JV AEG
Schneider Automation. From 1999 to 2004 he worked as head of
the Communication and Confi guration Department and since then
has held the position of SW Governance Manager. He was Vice-
Chairman of the Supervisory Board of Schneider Electric GmbH
from 2004 to 2008 and is Chairman of the Worker’s Council of
Schneider Electric Automation GmbH.
Mr Claude Briquet (age: 50)
Claude Briquet is an engineering graduate from National School of
Engineers in Tarbes and from ENSEEIHT in Toulouse. He joined the
Schneider Electric Group in 1985 and began his career in the areas
of development, quality and production. He managed the Pacy I
plant from 1992 to 1996 and the Vaudreuil plant from 1996 to 1999.
He was appointed Executive Vice-President of Mafelec in 1999 and
of Alombard in 2001. Mr Briquet is currently responsible for trading
in Europe within the Industry Department of Schneider Electric’s
European Operating Division. He is a member of the Supervisory
Board of Schneider Electric SA and is Chairman of the Supervisory
Board of FCPE Schneider France Germany.
Mrs Magali Herbaut (age: 40)
Magali Herbaut graduated from the École Supérieure de Commerce
in Grenoble and earned an MBA from Laval University (Canada).
She began her career as an auditor for the fi rm Deloitte, then
joined Schneider Electric in 1996 as a management controller for
Schneider Electric Automation GmbH. Ms Herbaut spent two years
as a management controller for Schneider Electric Automation Inc.
in the US, before becoming Chief Financial Offi cer for Normabarre
(2000-2003) then for the Medium Voltage/Low Voltage Regional
Facilities Unit (2003-2007), later taking charge of the Alombard
plant (2007-2008). Since 2009, she has managed the Electrical
Wiring activity in the Business Unit LifeSpace for the EMEAS region.
Ms Herbaut is a member of the Supervisory Board of the FCPE
Schneider Actionnariat.