2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
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8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING<br />
AUDITORS’ SPECIAL REPORTS<br />
270<br />
> 3. Auditors’ special reports<br />
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements issued in French and it is provided<br />
solely for the convenience of English speaking users.<br />
The Statutory Auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not.<br />
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards<br />
applicable in France.<br />
Auditors’ special report on regulated agreements<br />
Shareholders Meeting to approve the financial<br />
statements for the year ended December 31,<br />
2010<br />
To the Shareholders,<br />
In our capacity as Statutory Auditors of <strong>Schneider</strong> <strong>Electric</strong> SA, we<br />
present below our report on regulated agreements.<br />
Our responsibility is to report to you, based on the information<br />
provided, on the main terms and conditions of agreements that<br />
have been disclosed to us or that we would have discovered at<br />
the time of our work, without commenting on their relevance or<br />
substance or researching the existence of other agreements. Under<br />
the provisions of article R. 225-58 of the French Commercial Code,<br />
it is the responsibility of shareholders to determine whether the<br />
agreements are appropriate and should be approved.<br />
Furthermore, it is our responsibility, as appropriate, to inform you of<br />
the information set forth in the provisions of article R. 225-58 of the<br />
French Commercial Code pertaining to the signing during the past<br />
year of agreements already approved by the shareholders at the<br />
Shareholders Meeting.<br />
We carried out our work in accordance with French professional<br />
standards. Those standards require that we perform procedures<br />
to verify that the information given to us agrees with the underlying<br />
documents.<br />
Agreements submitted to the shareholders for<br />
approval at the shareholders meeting<br />
We report to you that we were not notifi ed of any agreements<br />
authorised during the past year to be submitted to the shareholders<br />
for approval at the Shareholders meeting pursuant to the provisions<br />
of Article L.225-86 of the French Commercial Code.<br />
Agreements already submitted to the shareholders<br />
for approval at the shareholders meeting<br />
We were informed of the status of the following agreements already<br />
approved by the shareholders at the Shareholders Meeting in prior<br />
years that were or were not entered into during the past year:<br />
• Measures defi ning Jean-Pascal Tricoire’s new status (authorised<br />
by the Supervisory Board on February 18, 2009 and approved by<br />
the shareholders at the Shareholders’ Meeting of April 23, 2009)<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
Because of his resignation under his service contract with <strong>Schneider</strong><br />
<strong>Electric</strong> Industries on May 3, 2009, Mr. Jean-Pascal Tricoire benefi ts<br />
from a new status. Under such agreement Mr. Jean-Pascal Tricoire:<br />
1°) Will continue to benefi t from:<br />
• the <strong>Schneider</strong> <strong>Electric</strong> SA and <strong>Schneider</strong> <strong>Electric</strong> Industries SAS<br />
employee benefi t plan, which offers health, disability and death<br />
coverage,<br />
• the supplementary health, disability and death coverage available<br />
to the Group’s senior executives,<br />
• the top-hat pension plan for <strong>Schneider</strong> <strong>Electric</strong> senior executives<br />
described in the Supervisory Board Chairman’s report in<br />
accordance with article L.225-68 of the French Commercial<br />
Code.<br />
2°) the compensation due in the event of termination will be capped<br />
at 24 months of Mr. Tricoire’s target compensation (fi xed salary<br />
and target bonus) taking into account compensation provided<br />
for in the non-compete agreement described below. The<br />
amount due will be subject to performance criteria.<br />
Compensation will be due in the event that:<br />
• Mr. Tricoire resigns, is terminated or is not reappointed as a<br />
member or Chairman of the Management Board in the 12 months<br />
following a material change in <strong>Schneider</strong> <strong>Electric</strong>’s shareholder<br />
structure that could change the membership of the Supervisory<br />
Board;<br />
• Mr. Tricoire resigns, is terminated or is not reappointed as a<br />
member or Chairman of the Management Board following a<br />
reorientation of the strategy pursued and promoted by him<br />
until that time, whether or not in connection with a change in<br />
<strong>Schneider</strong> <strong>Electric</strong>’s shareholder structure as described above;<br />
• Mr. Tricoire is asked to resign, is terminated or is not reappointed<br />
as a member or Chairman of the Management Board when the<br />
mathematical average of the rate of achievement of performance<br />
objectives used to calculate his variable bonus was 50% or<br />
higher in the four full fi nancial years preceding his departure (or, if<br />
he has been a member and Chairman of the Management Board<br />
for less than four years, in the number of full fi nancial years since<br />
his appointment).<br />
Payment of compensation will depend on the mathematical average<br />
of the rate of achievement of performance objectives used to<br />
determine the variable portion of Mr. Tricoire’s compensation for the<br />
three full years preceding the date of the Board Meeting at which<br />
the decision is made.