Connect - Schneider Electric

8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
This article of association, which has been rewritten, allows that
Jean-Pascal Tricoire:
1°) to continue to benefi t from:
– the supplementary health, incapacity, disability and death cover
available to the Group’s French directors. These contingency
and supplementary cover compensations are however now
subject to performance criteria. Compensation is subject to
one of the following two criteria being present: positive average
net profi t of the fi ve years preceding the event, or positive
average free cash fl ow for the fi ve years preceding the event;
– the Schneider Electric SA and Schneider Electric Industries
SAS employee benefi t plan, which offers health, incapacity,
disability and death cover;
– the modifi ed top hat pension plan for Schneider Group senior
executives as authorised by the Supervisory Board of 21
February 2012 and submitted for approval to the Shareholders’
Meeting for approval of year-end fi nancial statements on 31
December 2011.
2°) compensation in the event of leaving his corporate
appointment, capped at twice the average of the effective
annual remuneration for the last three years (hereafter
“Maximum Amount”) taking into account compensation
provided for in the non-compete agreement described below
and subject to performance criteria. This compensation was
previously capped at two years target remuneration (fi xed
salary and target bonus) in accordance with the commitment
approved by the Shareholders’ Meeting of 23 April 2009.
Compensation will be due in the event that:
– Mr Tricoire resigns, is dismissed or is not reappointed as a
member or President and CEO in the 12 months following a
material change in Schneider Electric’s shareholder structure
that could change the membership of the Supervisory Board;
– Mr Tricoire resigns, is dismissed or is not reappointed as a
member or President and CEO following a reorientation of the
strategy pursued and promoted by him until that time, whether
or not in connection with a change in Schneider Electric’s
shareholder structure as described above;
– Mr Tricoire is asked to resign, is terminated or is not reappointed
as a member or Chairman of the Management Board when
the mathematical average of the rate of achievement of
performance objectives used to calculate his variable bonus
was 50% or higher in the four full fi nancial years preceding his
departure (or, if he has been a member and Chairman of the
Management Board for less than four years, in the number of
full fi nancial years since his appointment).
Compensation will depend on the mathematical average of the rate of
achievement of performance objectives used to determine the variable
portion of Mr Tricoire’s compensation for the three full years preceding
the date of the Board Meeting at which the decision is made.
If the mathematical average is:
– less than 50%: no compensation will be paid;
– equal to 50%: 75% of the maximum compensation will be
paid;
– equal to 100%: 100% of the maximum compensation will be
paid;
– between 50% and 100%, compensation will be calculated on
a straight-line basis at a rate of 75% to 100% of the maximum.
266 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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);
4°) will retain all of the stock options, stock grants and performance
stock grants allocated or to be allocated to him should he leave
the Company. Compensation will only be due if the mathematical
average of the rate of achievement of performance objectives
used to determine the variable portion of Jean-Pascal
TRICOIRE’s compensation for the three full years preceding
prior to his departure is 50% or higher.
Agreements already submitted to the
shareholders for approval at the Shareholders’
meeting
We were informed of the status of the following agreements already
approved by the shareholders at the Shareholders’ Meeting in prior
years that were or were not entered into during the past year:
• Benefi t from the top-hat pension plan for French Group senior
executives granted to Emmanuel Babeau
The Supervisory Board, at its meetings held on 23 April 2009 and 17
December 2009, has authorised Emmanuel Babeau to benefi t from
the top-hat pension plan for Schneider Electric senior executives,
as he is entitled under his service contract with Schneider Electric
Industries S.A.S. In the event that Mr Babeau is still in offi ce at the
date of his retirement, these plans (defi ned contribution plan, article
83, and defi ned benefi t plan, article 39) will ensure him a pension
equal to 25% of his average salaries over the last three years.
Nevertheless, in the event that Mr Babeau leaves the Group before
his retirement, the contributions related to article 83 would be his.
These contributions represent a capital constituting a guaranteed
income, capital which increases by EUR 22 thousand euros per
year.
• Agreement with AXA (Board of Directors Meeting on 6 January
2006)
The shareholders’ agreement between AXA and Schneider Electric
SA, approved by the Board of Directors on 6 January 2006, calls
for the continuation of stable cross-shareholdings between the two
groups. Each group also holds a call option that may be exercised
in the event of a hostile takeover.
This agreement was announced by the two parties on 22 December
2011. It will end on 15 May 2012.
Agreed at Courbevoie and Paris-La Défense , 21 March 2012
The Statutory Auditors
French original signed by
Mazars Ernst & Young et Autres
David CHAUDAT Yvon SALAÜN