SCH2017_DRF_EN_Livre.indb

3 Corporate governance report

Interests and compensation of Group Senior Management

7.3.2 Other Benefits Forming Part of the Status of the Corporate Officers (Regulated Agreements and Commitments)

Payments or benefits that may be due in the event of termination or change of assignment

Payments in relation to a non-compete agreement

Top-hat pension benefits

Corporate officers

Work contract

Jean-Pascal TRICOIRE Chairman and CEO Emmanuel BABEAU Deputy CEO

YES

YES

NO

NO (1)

NO YES (1) The board of directors of February 18, 2015 decided to put an end, for the Corporate Officers, to the benefit of the top-hat pension plan for Senior Management. Termination and Change of Assignment Agreements NO (1) YES

Following of Mr. Tricoire’s re-election as a director at the Annual Shareholders’ Meeting of April 25, 2017, the board decided to re- appoint both Mr. Tricoire and Mr. Babeau as, respectively, Chairman and Corporate Executive Officer and Deputy-Chief Executive Officer. Their status was reviewed in the light of the latest best governance practices. As a result: E The only exception to the board’s liberty to unilaterally waive the non-compete agreement in case of departure of the Corporate Officer has been removed (see Registration Document 2016, pages 169-170 and 176). The board now shall unilaterally decide at the time of departure of the Corporate Officer whether the non-compete agreement shall be enforced or waived; E The Corporate Officers’ right to retain shares and stock options fromfutureplans that would remainunvestedor unexercisedat the time of their involuntary severance has been made proportionate to the time of their presence during the acquisition or exercise period of the concerned share-based benefits. In compliance with the AFEP/MEDEF corporate governance guidelines, the board may however decide, in a motivated resolution, that the departing Corporate Officer will be entitled, in specific circumstances, to keep all unvested shares or unexercised stock options, provided pre-set performance conditions are met. Involuntary Severance Pay Messrs. Tricoire and Babeau are entitled to Involuntary Severance Pay, at a maximum equal to twice the average of their effective annual compensation (fixed and variable part) ( i.e. including compensation and complementary payments) for the last 3 years (in cash to the exclusion of all other components), authorized by the board (hereafter, “Maximum Amount”), taking into account the non-compete compensation, if any, and subject to the attainment of performance conditions. The right to Involuntary Severance Pay shall be granted in the following circumstances: i. Dismissal, non-renewal or resignation as CEO or Deputy CEO in the 6 months following a material change in Schneider Electric’s shareholder structure that could change the membership of the board of directors;

In accordance with AFEP/MEDEF guidelines, Jean-Pascal Tricoire resigned from his work contract when he was reappointed Chairman of the management board on May 3, 2009. The supervisory board defined the benefits granted to him as Chairman of the management board. The 2009 Shareholder’s Meeting approved the status as defined. This new status was renewed and approved by the Shareholders’ Meeting in 2012 in relation to the renewal of Mr. Tricoire’s term in office. Due to the change in governance, the status of Jean-Pascal Tricoire was renewed by the board of directors at its meetings on April 25 and June 18 and 19, 2013 and amended on October 24, 2013. However on this occasion, the board tightened the conditions under which benefits are granted to Mr. Tricoire if he leaves the Group. Accordingly, among other aspects, the performance conditions related to the Involuntary Severance Pay were made more stringent. In addition, Mr. Tricoire may retain the stock options and stock grants/performance stock grants allocated to him only in the event of involuntary severance. The Shareholders’ Meeting of May 6, 2014 approved renewal of Mr. Tricoire’s status. Mr. Tricoire’s status was amended again in 2015 by the board of directors following its decision to cancel the entitlement of Corporate Officers to their top-hat pension plan (article 39). The Shareholders’ Meeting of April 21, 2015 approved this arrangement. Regarding Emmanuel Babeau , the board of directors approved his status at the time of the change of governance. This status was aligned, with certain limitations/reservations related to his status as an employee of Schneider Electric Industries SAS, with that of Mr. Tricoire. The Shareholders’ Meeting of May 6, 2014 approved Mr. Babeau’s new status. However, since Mr. Babeau had resigned from his employment contract with Schneider Electric Industries SAS, the board of directors of February 18, 2015 renewed Mr. Babeau’s status, subject to adaptations linked to the removal of his employment contract and the loss the “article 39” and “artcle 83” supplementary pension schemes. Since then, Mr. Babeau’s status is fully aligned to that of Mr. Tricoire.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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