Connect - Schneider Electric
Connect - Schneider Electric
Connect - Schneider Electric
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3 CORPORATE GOVERNANCE<br />
MANAGEMENT INTERESTS AND COMPENSATION<br />
Family ties<br />
To the best of the Company’s knowledge, none of the members of the Supervisory Board or Management Board are related to each other.<br />
Conflicts of interest<br />
To the best of the Company’s knowledge, there are no arrangements<br />
or understandings with major shareholders, customers, suppliers<br />
or others pursuant to which a member of the Supervisory Board<br />
or Management Board has been selected as a member of an<br />
administrative, management or supervisory body or a member of<br />
Senior Management.<br />
To the best of the Company’s knowledge, there are no confl icts<br />
of interest between any duties of the members of the Supervisory<br />
Board or Management Board to the Company and their private<br />
interests or other duties.<br />
> 8. Management interests<br />
and compensation<br />
124 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
To the best of the Company’s knowledge, the members of the<br />
Supervisory Board and Management Board have no restrictions<br />
on selling their Company shares aside from those stipulated in<br />
stock option and stock grant plans (see page 249 and following)<br />
for Members of the Management Board and a 250 share-holding<br />
requirement for members of the Supervisory Board.<br />
Corporate officers and Executive Committee compensation policy**<br />
The general principles underlying the Senior Management<br />
compensation policy and the situation of each executive are<br />
reviewed by the Remunerations and Appointments and Human<br />
Resources Committee and presented to the Supervisory Board.<br />
The policy’s aims are to:<br />
• retain and motivate the best talents;<br />
• reward individual and collective performance;<br />
• align overall compensation with the Group’s results.<br />
The variable remuneration, expressed in terms of a percentage<br />
of the fi xed element, is linked to the attainment of objectives set<br />
out at the beginning of the fi nancial year. There can be quite a<br />
considerable variation in amounts depending on the degree of<br />
attainment of objectives. This fl uctuation can vary from 0% to 160%<br />
of the fi xed remuneration for Members of the Executive Committee<br />
and 200% for the Chairman of the Management Board. The variable<br />
remuneration is therefore of a distinctly random nature.<br />
The variable remuneration of Executive Committee Members are<br />
determined as follows:<br />
• 30% is determined by Group’s overall performance, as measured<br />
in terms of operating margin, organic growth, cash generation<br />
ratio and customer satisfaction rates;<br />
• 70% is based on the performance of the executive’s unit<br />
(economic targets), as measured on the basis of collective<br />
targets (solutions, the Company’s social responsibility, people<br />
development etc.) and on the attainment of measurable personal<br />
goal set for them.<br />
The remuneration of the Management Board Members is set<br />
by the Supervisory Board based on the recommendations of<br />
the Remunerations and Appointments and Human Resources<br />
Committee.<br />
The variable remuneration of the Management Board Members are<br />
determined as follows:<br />
• 70% is determined by Group’s overall performance, as measured<br />
in terms of operating margin, organic growth, cash generation<br />
ratio, customer satisfaction rates, corporate social responsibility<br />
and people development);<br />
• 30% on the attainment of measurable personal performance<br />
targets set by the Supervisory Board.<br />
Directors benefi t from an annual long-term participation scheme<br />
that gives them a performance-based allocation of shares, linked in<br />
part, for Executors or those who are residents in the USA, to stock<br />
appreciation rights (SARs) that are akin to stock options. Stock<br />
options are no longer been allocated since December 2010.<br />
As part of this long term participation scheme, 100% of the shares<br />
and/or SARs allocated to Members of the Management Board<br />
since January 2009 and to Members of the Executive Committee<br />
since December 2011 are subject to a performance criterion.<br />
The level of performance attainment recorded is controlled by the<br />
external auditors.<br />
Details of these stock grants are set out on pages 249, 253 (History<br />
of share plans).