Connect - Schneider Electric
Connect - Schneider Electric
Connect - Schneider Electric
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approved by the Shareholders’ Meeting. Under this agreement, set<br />
out on pages 130 Jean-Pascal Tricoire:<br />
• benefi ts from the Top-hat Pension Plan for <strong>Schneider</strong> <strong>Electric</strong><br />
senior executives, the <strong>Schneider</strong> <strong>Electric</strong> SA employee benefi t<br />
plan and the supplementary health, disability and death coverage<br />
available to the Group’s senior executives;<br />
• is bound by a non-compete agreement;<br />
• is entitled to compensation in the event of termination,<br />
capped at 24 months of his target remuneration taking into<br />
account compensation provided for in the non-compete<br />
agreement described above and provided that he resigns, is<br />
dismissed or is not re-appointed following a material change in<br />
<strong>Schneider</strong> <strong>Electric</strong>’s shareholder structure or a re-orientation of<br />
the strategy pursued and promoted by him until that time;<br />
• retains, subject to performance criteria, all unvested stock<br />
options, stock grants and performance stock grants should he<br />
leave the Company.<br />
At its meetings of April 23 and December 17, 2009, the Supervisory<br />
Board agreed that Emmanuel Babeau would continue to benefi t<br />
from the top-hat pension plan for senior executives provided under<br />
his employment contract with <strong>Schneider</strong> <strong>Electric</strong> Industries SAS.<br />
The Shareholders’ Meeting of April 22, 2010 approved this benefi t.<br />
> 10. Internal control and risk<br />
management**<br />
CORPORATE GOVERNANCE<br />
INTERNAL CONTROL AND RISK MANAGEMENT<br />
On February 21, 2012 the Supervisory Board gave the Management<br />
Board authorisation to change the Top-hat Pension Plan for the<br />
<strong>Schneider</strong> Group’s directors to comply with the AFEP/MEDEF<br />
recommendations that provide for progressive acquisition of rights<br />
according to length of service. It has also given authorisation for<br />
Management Board members to benefi t from the modifi ed plan<br />
(see pages 260, 261 and 265 ).<br />
The Supervisory Board decided to renew the Management Board<br />
on expiry of its appointment on May 2, 2012 for a further period<br />
of three years. As a result, and pursuant to the TEPA act, the<br />
Supervisory Board decided to renew the sections of the articles<br />
of association relating to Mr Jean-Pascal Tricoire. These remain<br />
unchanged under the following conditions:<br />
• the benefi t of supplementary sickness, incapacity, disability<br />
and death coverage available to the <strong>Schneider</strong> <strong>Electric</strong>’s senior<br />
executives is subject to performance criteria;<br />
• compensation in the event of termination is not capped at twice<br />
the target remuneration (fi xed and variable target), but at twice<br />
the mathematical average of the effective annual remuneration<br />
(fi xed and variable) for the last three years (see pages 261-262,<br />
265-266 ).<br />
10.1 Definition and objectives of internal control and risk management<br />
Definition and objectives<br />
The Group’s internal control procedures are designed to ensure:<br />
• compliance with laws and regulations;<br />
• application of instructions and guidelines issued by Senior<br />
Management;<br />
• the proper functioning of the Company’s internal processes,<br />
notably as concerns asset preservation;<br />
• the reliability of fi nancial reporting;<br />
more generally, internal control helps the Group manage its<br />
businesses, run effi cient operations and use its resources effi ciently.<br />
Internal control aims to prevent and manage risks related to the<br />
Group’s business. These include accounting and fi nancial risks,<br />
the risk of fraud, as well as operating, fi nancial and compliance<br />
risks. However, no system of internal control is capable of providing<br />
absolute assurance that these risks will be managed completely.<br />
Scope of this report<br />
The system is designed to cover the Group, defi ned as the<br />
<strong>Schneider</strong> <strong>Electric</strong> SA parent company and the subsidiaries over<br />
which it exercises exclusive control.<br />
Jointly controlled entities are subject to all of the controls described<br />
below, with the exception of self-assessments of the implementation<br />
of Key Internal Controls (see “Operating Units” below).<br />
Internal control reference documents<br />
The Group’s internal control system complies with the legal<br />
obligations applicable to companies listed on the Paris stock<br />
exchange. It is consistent with the reference framework laid down<br />
by France’s Autorité des Marchés Financiers (AMF).<br />
The internal control process is a work in progress; procedures are<br />
adapted to refl ect changes in the AMF recommendations and the<br />
business and regulatory environment, as well as in the Group’s<br />
organisation and operations.<br />
Information used to prepare this report<br />
This report was prepared using contributions from the<br />
Group’s Internal Audit and Internal Control Departments, the<br />
Management Control and Accounting Departments, as well as<br />
the various participants in internal control. It was reviewed by the<br />
Audit Committee.<br />
2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
133<br />
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