2010Annual Report - Schneider Electric CZ, s.r.o.

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3 CORPORATE GOVERNANCE SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES AND MEETINGS) 118 Remuneration, Appointments and Human Resources Committee Members The Supervisory Board’s internal rules and procedures stipulate that the Remuneration, Appointments & Human Resources Committee must have at least three members. It is chaired by the Chairman of the Supervisory Board. The Committee consists of Henri Lachmann – Chairman –, Claude Bébéar, Léo Apotheker, Willy R. Kissling and Serge Weinberg. Operating procedures Meetings are called by the Committee Chairman. The agenda is drawn up by the Chairman, after consulting the President and CEO. It meets at least three times a year. The Committee may seek advice from any person it feels will help it with its work. Responsibilities The Committee makes recommendations to the Supervisory Board concerning candidates for appointment to the Management Board, the Supervisory Board and the Committees. It also makes recommendations concerning the remuneration of members of the Management Board and of the Chairman of the Supervisory Board, as well as concerning stock options and performance stock grants for Management Board members, and all other aspects of their remuneration “package”. Based on the proposals made by the Management Board, the Committee makes recommendations concerning the remuneration of Executive Committee members, the principles and methods for determining executive compensation, as well as the creation of stock option, stock grant and employee stock ownership plans. It is also responsible for examining succession plan solutions for members of the Management Board and Executive Committee. It examines human resource policies and in particular: • the human resource strategy and major action plans, including those relating to the talent policy and key skills (high potential, experts, occupations…); • the policy of giving employees a share in the Group’s profi ts; • the overall remuneration policy for managers and the remuneration packages of Executive Committee members. It recommends the amount of attendance fees, which is established by the Annual Shareholders’ Meeting, and the basis for their allocation. The Committee recommends processes and procedures to reassure shareholders and the market that the Supervisory Board carries out its responsibilities objectively and independently. 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC It thus makes recommendations to the Supervisory Board regarding: • the terms of reference of Supervisory Board Committees; • the determination and review of independence criteria applicable to Supervisory Board members; • the assessments of the Supervisory Board’s organisation and procedures; • application by the Company of national or international corporate governance practices. The Renumeration, Appointments and Human Resources Committee presents its fi ndings and recommendations to the Supervisory Board and distributes the minutes of its meetings to Supervisory Board members. Meetings in 2010 In 2010, the Supervisory Board’s Remuneration, Appointments & Human Resources Committee met seven times. The attendance rate by its members was 100%. It reported on its work to the Supervisory Board at the February 17, April 22, July 30, October 19 and December 15, 2010 meetings. The Remuneration, Appointments & Human Resources Committee made recommendations to the Supervisory Board concerning: • the membership of the Supervisory Board and of its committees and the classifi cation of members on the basis of the independence criteria; • the succession of the Chairman of the Supervisory Board; • the remuneration of Management Board members (amount, structure of 2011 remuneration, 2010 targets, and level of achievement of 2009 targets); • the changes to the top-up pension plan for senior executives; • the implementation of the annual performance stock grant plans and the allocation of performance shares to members of the Management Board, in accordance with the AFEP-MEDEF recommendations of October 6, 2008; • the launch in 2011 of a new employee share issue; • the expansion of its terms of reference to include human resources issues; • the recommendations of the AMF on the prevention of insider trading. The Committee also reported to the Board on: • the review of the work of the Management Board and the assessment of the performance of its members; • the review of changes in remuneration policy (long-term profi tbased incentives) for senior executives; • the review of the performance of members of the Executive Committee; • the review of the succession plan; • the review of the remuneration of Executive Committee members; • the development of employee share ownership; • its review of the draft report of the Chairman on corporate governance.
5. Management Board members The bylaws stipulate that the Management Board may have between two and seven members. Members are appointed by the Supervisory Board—which also designates the Chairman—for a renewable three-year term. The age limit for holding offi ce as a member of the Management Board is 65. When a member reaches the age of 65, the Supervisory Board may extend his or her term several times provided that the total extension does not exceed three years. The Management Board currently has two members—M. Jean- Pascal Tricoire (Chairman) and Emmanuel Babeau—who were appointed by the Supervisory Board for a three-year term expiring on May 2, 2012. President and CEO Mr Jean-Pascal Tricoire Age: 47 Business address: Schneider Electric 35, rue Joseph Monier – 92500 Rueil-Malmaison, France 39,001 (1) Schneider Electric SA shares First appointed: 2006 / Term ends: 2012 Other directorships and functions in French or foreign companies • Currently: Chairman of the Management Board of Schneider Electric SA, Chairman and Chief Executive Offi cer of Schneider Electric Industries SAS, Director of Schneider Electric USA, Inc. (USA). • Previous directorships and functions held in the past fi ve years: Director of Clipsal Asia Holding Limited, Digital Electronics Corporation, Schneider Electric (Australia) Pty. Limited, Schneider Electric New Zealand Holding Limited, PT Schneider Indonesia, Schneider Electric Japan Ltd, Schneider Electric Japan Holding Ltd, Schneider Electric Venezuela SA, Schneider Toshiba Inverter SAS and PDL Holding Ltd Expertise and experience After graduating from ESEO Angers and obtaining an MBA from EM Lyon, Jean-Pascal Tricoire spent his early career with Alcatel, Schlumberger and Saint-Gobain. He joined the Schneider Electric CORPORATE GOVERNANCE MANAGEMENT BOARD MEMBERS (1) Held directly or through a corporate mutual fund. Group (Merlin Gerin) in 1986. Between 1988 and 1999, he held a variety of line positions with international subsidiaries: in Italy (fi ve years), China (fi ve years) and South Africa (one year). On his return to France he joined the headquarters team, serving from 1999 to 2001 as Vice-President, Strategic Global Accounts with specifi c responsibility for the Schneider 2000 + program. From January 2002 to the end of 2003, he was Executive Vice-President of Schneider Electric’s International Division. In October 2003, he was appointed Chief Operating Offi cer, before becoming Chairman of the Schneider Electric SA Management Board on May 3, 2006. Member of the Management Board Mr Emmanuel Babeau Age: 44 Business address: Schneider Electric 35, rue Joseph Monier – 92500 Rueil-Malmaison, France 713 (1) Schneider Electric SA shares First appointed: 2009 / Term ends: 2012 Other directorships and functions in French or foreign companies • Currently: Chairman of the Board of Directors of Schneider Electric Services International, Director of Schneider Electric Industries S.A.S., Schneider Electric France and Schneider Electric USA. • Previous directorships and functions held in the past fi ve years: Group Deputy Managing Director in charge of Finance at Pernod Ricard. Expertise and experience Emmanuel Babeau began his career at Arthur Andersen in late 1990 after graduating from École Supérieure de Commerce de Paris (ESCP). In 1993, he joined Pernod Ricard as an internal auditor. He was appointed head of Internal Audit, the Corporate Treasury center and consolidation in 1996. Mr Babeau subsequently held several executive positions at Pernod Ricard, notably outside France, before becoming Vice-President, Development in 2001, CFO in June 2003 and Group Deputy Managing Director in charge of Finance in 2006. He joined Schneider Electric in the fi rst half of 2009. 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 119 3
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2010 Annual Report Schneider Electr
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Registration Document Annual Report
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A signifi cant improvement in profi
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Interview with 2010 marks the retur
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Supervisory Board (as of February 1
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Sales by geographical area 18% Rest
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2010 in brief Growth and acquisitio
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On October 1, 2010 IBM and Schneide
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1 Description of the Group, and its
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1. 3 The emergence of new economies
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DESCRIPTION OF THE GROUP, AND ITS S
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Utilities and Infrastructures: ensu
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2. 3 Leadership in our five sectors
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The Buildings business Number 4 wor
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Panel builders and systems integrat
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3. Innovation and R&D: DESCRIPTION
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3. 4 Partnerships to accelerate pro
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DESCRIPTION OF THE GROUP, AND ITS S
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Rationalisation and optimisation of
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4. 4 Global, selective purchasing P
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The Group’s human resources strat
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on our increased costs to customers
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Insurance Schneider Electric’s st
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2 Sustainable development 1. Sustai
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT 50 > Zoom
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT RESPECT F
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2 SUSTAINABLE DEVELOPMENT SCHNEIDER
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6 COMPANY FINANCIAL STATEMENTS BALA
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6 COMPANY FINANCIAL STATEMENTS NOTE
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7 GENERAL PRESENTATION OF SCHNEIDER
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GENERAL PRESENTATION OF SCHNEIDER E
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ANNUAL AND EXTRAORDINARY SHAREHOLDE
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288 PERSONS RESPONSIBLE FOR THE REG
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Schneider Electric SA Headquarters:
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2010Annual Report - Schneider Electric CZ, s.r.o.

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