Connect - Schneider Electric
Connect - Schneider Electric
Connect - Schneider Electric
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Responsibilities<br />
The Committee makes recommendations to the Supervisory<br />
Board concerning candidates for appointment to the Management<br />
Board, the Supervisory Board and the Committees. It also makes<br />
recommendations concerning the remuneration of members<br />
of the Management Board and the Chairman of the Supervisory<br />
Board, as well as concerning stock options and stock grants for<br />
members of the Management Board, and all other aspects of their<br />
remuneration “package”.<br />
Based on the proposals made by the Management Board, the<br />
Committee makes recommendations concerning the remuneration<br />
of Executive Committee Members, the principles and methods for<br />
determining executive compensation, as well as the creation of<br />
stock option, bonus shares and employee stock ownership plans.<br />
It is also responsible for examining succession plan solutions for<br />
members of the Management Board and Executive Committee.<br />
It examines Human Resource policies and in particular:<br />
• the Human Resource strategy and major action plans, including<br />
those relating to the talent policy and key skills (high potential,<br />
experts, occupations, etc.);<br />
• the policy of giving employees a share in the Group’s profi ts;<br />
• the overall remuneration policy for managers and the remuneration<br />
packages of Executive Committee Members.<br />
It recommends the amount for attendance fees, which is<br />
established by the Annual Shareholders’ Meeting , and the basis for<br />
their allocation.<br />
The Committee recommends processes and procedures to<br />
reassure shareholders and the market that the Supervisory Board<br />
carries out its responsibilities objectively and independently.<br />
It thus makes recommendations to the Supervisory Board regarding:<br />
• the terms of reference of Supervisory Board Committees;<br />
• the determination and review of independence criteria applicable<br />
to Supervisory Board Members;<br />
• the assessments of the Supervisory Board’s organisation and<br />
procedures;<br />
• application by the Company of national or international corporate<br />
governance practices.<br />
The Remunerations, Appointments and Human Resources<br />
Committee presents the Board with the results of its work and<br />
actions it proposes. The minutes of these meetings are circulated<br />
to members of the Supervisory Board.<br />
> 5. Management Board members<br />
Meetings in 2011<br />
CORPORATE GOVERNANCE<br />
MANAGEMENT BOARD MEMBERS<br />
In 2011, the Supervisory Board’s Remuneration, Appointments and<br />
Human Resources Committee met four times. The attendance rate<br />
by its Members was 95 %. It reported on its work to the Supervisory<br />
Board at the February 16, June 21 and 22, October 19 and<br />
December 15, 2011 meetings.<br />
The Remuneration, Appointments & Human Resources Committee<br />
made recommendations to the Supervisory Board concerning:<br />
• the Membership of the Supervisory Board and of its committees<br />
and the classifi cation of Members on the basis of the<br />
independence criteria;<br />
• the succession of the Chairman of the Supervisory Board;<br />
• the remuneration of members of the Management Board<br />
(amount, structure of 2012 remuneration, 2011 targets, and level<br />
of achievement of 2010 targets);<br />
• the changes to the top-up pension plan for senior executives;<br />
• the implementation of the annual performance share plans and<br />
the allocation of stock grants to members of the Management<br />
Board, in accordance with the AFEP/MEDEF guidelines of<br />
October 6, 2008;<br />
• the launch in 2012 of a new employee share issue;<br />
• changes to the articles of association regarding the upper age<br />
limit (abolition of the statutory age limit) and regarding non-voting<br />
members whose maximum number is now set at four;<br />
• the amount of attendance fees;<br />
• organisation of the three-year appraisal of the Board;<br />
• organisation and operation of the Board in the light of the results<br />
of the three-year appraisal.<br />
The Committee also reported to the Board on:<br />
• the review of the work of the Management Board and the<br />
assessment of the performance of its Members;<br />
• the review of the performance of Members of the Executive<br />
Committee;<br />
• the review of succession plans for members of the Management<br />
Board and Members the Executive Committee;<br />
• the review of the remuneration of Executive Committee Members;<br />
• the review of the draft report from the Chairman on<br />
corporate governance.<br />
The bylaws stipulate that the Management Board may have<br />
between two and seven members.<br />
The Management Board and its Chairman are appointed by the<br />
Supervisory Board. Membership on the Management Board is for<br />
three years and renewable.<br />
The age limit for holding offi ce as a member of the Management<br />
Board is 65. When a member reaches the age of 65, the Supervisory<br />
Board may extend his or her term several times provided that the<br />
total extension does not exceed three years.<br />
The Management Board consists of two members: Jean-Pascal<br />
Tricoire, Chairman, and Emmanuel Babeau. He was appointed<br />
by the Supervisory Board for a three year term that will expire on<br />
May 2, 2012. At its meeting of February 21, 2012 the Supervisory<br />
Board decided to renew his appointment at term for a further three<br />
years expiring on May 2, 2015.<br />
2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
121<br />
3