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