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In India, in the Govindpuri community in South Delhi, our In-Diya
low-consumption lighting solution provides reliable, efficient, and
green lighting to schoolchildren. The symbol of our mission:
helping people make the most of their energy.
2010 Annual Report
Schneider Electric: The global specialist in energy management
Registration Document
Schneider Electric SA

Table of contents

  • Page 1
    2010 Annual Report Schneider Electric: The global specialist in energy management Registration Document Schneider Electric SA In India, in the Govindpuri community in South Delhi, our In-Diya low-consumption lighting solution provides reliable, efficient, and green lighting to schoolchildren. The ...

  • Page 2
    ... Code 3. Auditors' special reports 4. Resolutions 261 262 120 121 129 130 138 269 270 276 4 Business review 1. 2. 3. 4. 5. 139 140 142 146 147 147 Trends in Schneider Electric's core markets Review of the consolidated financial statements Review of the parent company financial statements...

  • Page 3
    ... Document Annual Report All of Schneider Electric's regulated information is available on the corporate website at www.schneider-electric.com, Finance section. The Business and Sustainable Development Report is available at 2010 www.schneider-electric.com, Sustainable Development and Foundation...

  • Page 4
    ... in transforming the crisis into opportunity and acquired a new dimension. Schneider Electric has become the global specialist in energy management. Our businesses are facing a number of global challenges: in order to respond to the growing world population and the development of emerging countries...

  • Page 5
    ... and in innovation, which account for 4% to 5% of sales, and in developing new businesses, mainly in energy efficiency solutions, systems for renewable energies and services. On the environmental front, Schneider Electric wants to be exemplary in managing the environmental impact of its sites and...

  • Page 6
    ... encourages the management teams to adopt a long-term vision and strategy, as well as long-term policies, to avoid being subjected to the shortterm pressures of the markets. The Supervisory Board reiterates its confidence in the growth of the markets in which Schneider Electric operates, in the...

  • Page 7
    ... within Schneider Electric exceeded our initial expectations. We achieved continuity of operations and front office teams were merged in all countries. Areva Distribution was henceforth combined with the company's medium voltage activity and will be consolidated into the new Energy business...

  • Page 8
    ... & Alliances Laurent Vernerey (1) Executive Vice President, IT (1) * ** *** Member of the Executive Committee. Member of the Management Board. President and CEO, Custom Sensors & Technologies Inc. Europe, Middle East, Africa and South America. 6 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 9
    ... Group Entreprises SAS Willy R. Kissling* Corporate Director Dominique Sénéquier Chairman of the Management Board of Axa Private Equity Cathy Kopp* Corporate Director Board Secretary Philippe Bougon Gérard de La Martinière* Corporate Director Remunerations, Appointments and Human Resources...

  • Page 10
    ... Electric achieved record sales in 2010, with growth of 24% on a like-for-like and 9.3% on a reported basis. Including Areva Distribution's annual pro forma revenue of EUR1.9 billion, the Group's revenue passed the bar of EUR20 billion for the first time in its history. All the Group's businesses...

  • Page 11
    ... in working capital consumption of EUR206 million but free cash ï¬,ow stayed strong and reached EUR1,734 million, or 8.9% of consolidated sales, reï¬,ecting a cash conversion rate of 101%. Net investment totaled EUR528 million. 06 07 08 09 10 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 9

  • Page 12
    .... Ownership structure at December 31, 2010 4.2% CDC Group 4.1% Employees 8.2% Capital Research & Management Co. (1) 1.7% Treasury shares 81.8% Public (1) To the best knowledge of the Company. Change in the share price against the CAC 40 index over five years Schneider Electric 140 share 120...

  • Page 13
    ... 5, 2010 Schneider Electric announced the signature of an agreement with Zicom Electronic Security Systems Limited for the acquisition in India of its electronic security systems integration businesses, namely its Building Solutions Group and Special Projects Group. The business recorded revenues of...

  • Page 14
    ... the Group's structure. Venture capital On January 14, 2010 Alstom and Schneider Electric announced the creation of a joint venture capital fund to finance innovative start-ups operating in the areas of energy and the environment. The Paris-based fund called Aster Capital will progressively...

  • Page 15
    ... its strategic sponsorship with 2010 Solar Decathlon Europe which challenges students from top universities from Europe, America and Asia to design, build and operate energy efficient, solar-powered houses. On July 1, 2010 Schneider Electric signed an agreement to support professional training in...

  • Page 16
    ... thanks to the Group's energy efficiency solutions. The building is also certified to ISO 14001 and HQE Exploitation green building standards. On December 7, 2010 Schneider Electric became a supporting partner of the Social Business/Enterprise and Poverty Chair at HEC Paris. Through its focus...

  • Page 17
    ... of the Group, and its strategy, markets and businesses 1. Global specialist in energy management 2. Leader in an industry of the future 3. Innovation and R&D: serving growth 4. Organisational simplicity and efficiency 5. Risk factors 16 20 29 34 37 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 15

  • Page 18
    ... OF THE GROUP, AND ITS STRATEGY, MARKETS AND BUSINESSES GLOBAL SPECIALIST IN ENERGY MANAGEMENT > 1. Global specialist in energy management Schneider Electric offers integrated products and solutions that wake energy safe, reliable, efficient, productive and green. As a global specialist in...

  • Page 19
    ... acquisitions, notably of TAC, Schneider Electric became a major player in building automation. 2007: The Group became global leader in critical power and video security systems, with the acquisition of APC and Pelco respectively. 2009: The acquisitions of energy efficiency leader Conzerv in India...

  • Page 20
    ... STRATEGY, MARKETS AND BUSINESSES GLOBAL SPECIALIST IN ENERGY MANAGEMENT Early 2009: A new company program called "One" introduced to support Schneider Electric's strategic goals. One, the successor to new2, retains the key strands of customer satisfaction (Customer 1) and staff development (1 Team...

  • Page 21
    ... in New Economies: Schneider Electric is expanding its global presence by reinforcing its presence in new economies, as drivers for long-term growth and cost competitiveness. The Group's exposure in Asian countries (outside of Japan), Latin America (including Mexico), Africa, the Middle East, and...

  • Page 22
    ... energy management offering, and to help its business and residential customers make their energy: • green, by offering innovative solutions for renewable energies and eco-designed products and systems. The development of smart grids opens up new opportunities for the Group in terms of real-time...

  • Page 23
    ..., panel builders and installers, electrical equipment distributors and management companies, as well as end customers. The Group's solutions, products and services cover: process control and supervision; decentralised management of one or several sites; critical power; pre-payment systems...

  • Page 24
    ... market. The Group's solutions, products and services cover: • electricity distribution; • home automation (energy monitoring, metering and management, lighting and HVAC management, etc.); electricity distribution; energy management and control; architecture design and installation audit...

  • Page 25
    ... its customers: The Power business Number 1 worldwide in low voltage Number 2 worldwide in installation systems and control This business represents the backbone of all the Group's activities: its products can be found in almost all the complete solutions offered by the Group's other businesses to...

  • Page 26
    ...the products of American Power Conversion (APC), acquired in 2007, with those of MGE UPS Systems, which has been part of the Group since 2004, Schneider Electric has attained global leadership of this high-potential market. The Group offers an unrivalled portfolio of products, solutions and services...

  • Page 27
    ...The Buildings business Number 4 worldwide in building automation and video security systems In the last few years Schneider Electric has become one of world's leading players in technical building management. The Group offers a comprehensive, innovative range of automation solutions backed by design...

  • Page 28
    ... as automation solutions and industrial software, as well as for Pelco-brand access control and security products. Schneider Electric assists its distributors in advising their customers and helping them to benefit from technical innovations. To maintain a high performance network, the Group works...

  • Page 29
    ... customer support to deliver high-performance after-sales service worldwide; • a dedicated program for multi-site and/or global OEMs that enhances their ability to offer superior solutions on an international level. Energy utilities - meeting the new challenges of changing electrical...

  • Page 30
    ... evolving due to the proliferation of new technologies and the emergence of increasingly sophisticated integrated solutions: recharging equipment for electric vehicles, solar energy, home energy management, etc. Schneider Electric actively participates with working groups set up by regulatory bodies...

  • Page 31
    ... customers and business clusters specialising in technology. Schneider Electric is constantly expanding its global R&D network, combining its own competencies, strategic acquisitions and partnerships with companies and prestigious universities. In line with the Group's strategy, its innovation...

  • Page 32
    ... North America or Europe. In the framework of the global program for the recognition of experts, 300 employees from 19 countries which are representative of the Group's R&D were identified. They play an important role in Schneider Electric's innovation process. Led by the Human Resources Department...

  • Page 33
    ... Electric and supported by OSEO, an agency that supports entrepreneurship and innovation, it involves a total of 13 companies and research laboratories. The aim of HOMES is to find a number of coherent solutions to improve energy management for buildings without reducing comfort. Covering both new...

  • Page 34
    ... new energy technologies and renewable energies. Schneider Electric is involved in the main skills network, the Organic Electronic Association, and is a promoter of "green electronics" in relation to its WG-Green working group. It heads up the "Intelligent Product" unit for the Plastipolis business...

  • Page 35
    ... Electric Ventures team. The mission of Aster Capital is to take minority interests in innovative start-ups based in Europe, North America and Asia, developing new technologies that could lead to major breakthroughs in the fields of energy and the environment. The fund made its first investment...

  • Page 36
    ... of support functions and deployment of specific strategies for new economies by each of the five businesses; • Power includes low voltage, installation systems and control, renewable energies and the two end-customer segments (Marine and Residential); • third, to make Schneider Electric...

  • Page 37
    ... structure in each country. Schneider Electric SA Operational companies Schneider Electric Industries SAS Boissière Finance The list of consolidated companies is provided in note 32 to the consolidated financial statements (page 209 et seq.). Boissière Finance is the Group's centralised cash...

  • Page 38
    ... and Quality and Value Analysis programs across the Group. By deploying these optimisation methods globally and sharing best practices, the Group intends to lift the operational performance of all its plants to the same high standard. Schneider Electric's plants and products comply with increasingly...

  • Page 39
    ... Risk factors related to the Company's business The Group operates worldwide, in competitive and cyclical sectors The worldwide markets for the Group's products are competitive in terms of pricing, product and service quality, development and introduction time and customer service. The Group faces...

  • Page 40
    ...the consolidated financial statements (Chapter 5). External growth projects are examined in detail by the businesses and corporate functions (strategy, finance, legal affairs, tax and human resources) concerned, under a rigorous internal process developed and led at Group level. A launch committee...

  • Page 41
    ... human resources strategy is designed to create a motivating working environment. Specific policies have been developed covering international mobility, career development, training, compensation and managing talent. The Group's expatriates help prepare the future of its business, build local teams...

  • Page 42
    ... of service offered by the Group. The Group regularly examines alternative solutions to protect against this type of risk and has developed contingency plans to mitigate the effects of any information system failure. Dedicated governance structures have been set up to manage relations with service...

  • Page 43
    ... developed or purchased by the Group are tracked by the Industrial Property team within the Finance & Control - Legal Affairs Department. All industrial property information for the main Group subsidiaries is transmitted to this team, which is responsible for managing and protecting these intangible...

  • Page 44
    ... closed. Following public offers launched in 1993 by SPEP (the Group holding company at the time) for its Belgian subsidiaries Cofibel and Cofimines, Belgium initiated proceedings against former Schneider Electric executives in connection with the former Empain-Schneider Group's management...

  • Page 45
    ... Schneider Electric's strategy for managing insurable risks is designed to defend the interests of employees and customers and to protect the Company's assets, the environment, employees, customers and its shareholders' investment. This strategy entails: as operating losses caused by business...

  • Page 46
    1 DESCRIPTION OF THE GROUP, AND ITS STRATEGY, MARKETS AND BUSINESSES RISK FACTORS 44 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 47
    ... of our strategy 2. Sustainable governance 3. Respect for the environment and for ethics, motors of economic performance 4. Schneider Electric's Commitment to Environmental Performance 5. Committed to and on behalf of employees 6. Schneider Electric, a responsible corporate citizen 7. Methodology...

  • Page 48
    ... of our strategy The Group is committed to meeting energy challenges while acting civically and responsibly in all its locations, with measured improvement plans, based on international corporate social responsibility standards, whose results are shared openly internally and externally. Social and...

  • Page 49
    ... 5. 10 countries set up a recovery process for SF6 gas 6. 1,000,000 households at the Base of the Pyramid have access to energy thanks to Schneider Electric solutions 7. 60% of our purchases from suppliers who support the Global Compact 8. 4 major ethical stock indexes select Schneider Electric...

  • Page 50
    ... these universal values. The Group has primarily worked to share this commitment with its partners since 2003 (see page 59 "Relations with sub-contractors and suppliers") In line with the Global Compact requirements, Schneider Electric publishes an annual progress report. This publication reports on...

  • Page 51
    ...: health/safety, diversity, societal innovation, environmental management, sustainable line-up, RoHS and Reach programs, purchasing, supply chain, ethics, access to energy program, communication and stakeholders relations. • defining Schneider Electric's sustainable development strategy and...

  • Page 52
    ... available to all Group employees. • implementation of the recommendations given during the internal audit in late 2010, primarily continuing communication actions and training for employees in countries most susceptible to breaches of ethics; 50 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 53
    ... Within the Strategy and Innovation Department, the Energy Efficiency and Solutions team rolls out and supports the Company's and its employees' transition from a product-based approach to a solution-based approach. To achieve this, Schneider Electric works with a network of 13,000 employees, who...

  • Page 54
    ... is managed through a database of contacts of the Sustainable Development Department, which is constantly updated; • on the Group's Intranet, the performance of the Planet & Society Barometer, which reï¬,ects value creation for stakeholders, is listed next to the Schneider Electric share price...

  • Page 55
    ...ciency is the best means of securing energy supply, limiting greenhouse gas emissions and protecting economies against volatile energy prices. Schneider Electric's strategic commitment to energy efficiency is now widely recognised as essential to overcoming the challenges facing the global economy...

  • Page 56
    ... 10 countries set up a recovery process for SF6 gas 3. 1,000,000 households at the Base of the Pyramid have access to energy thanks to Schneider Electric solutions 4. 60% of our purchases from suppliers who support the Global Compact 5. 4 major ethical stock indexes select Schneider Electric. 2010...

  • Page 57
    ... of renewable energy: installation and equipping of solar, wind or hydroelectric plants, automation and control systems, SCADA (Supervisory Control And Data Acquisition), engineering and maintenance; 2 • distribution: control and automation of sub-stations (between high and medium voltage and...

  • Page 58
    ... Group offers a range of products, software and services: • products: dimmer switches, timers, heating and air-conditioning control, variable speed drives, etc.; • systems: building management systems, lighting control, process supervision, etc.; • services: energy audits, data management...

  • Page 59
    ... parks/solar power plants Solar Residential solar Wind Hydraulic Preliminary studies Design and optimisation of electrical distribution architectures Equipment supply and installation Installation life cycle maintenance and operation contracts Conversion and protection products sold through...

  • Page 60
    ... and services making energy safe, reliable, efficient, productive, and green. In large buildings and industrial sites, this approach requires the integrated management of security, heating, and electricity systems, control of equipment and manufacturing processes, and the monitoring of data centers...

  • Page 61
    ... Schneider Supplier Quality Management to select new suppliers. The process is based on a questionnaire comprising nine sections, one of which concerns the environment and sustainable development. The Group evaluates suppliers' performance in the areas of labor relations, social accountability (SA...

  • Page 62
    ...judge to be dubious ethically. Shareholders With regard to shareholders, Our Principles of Responsibility are mentioned in corporate documents (annual report and business and sustainable development reports), which are available on the Schneider Electric website. Examples in 2010 Suppliers A speci...

  • Page 63
    ... performers from the DJ Euro Stoxx benchmark financial universe. Schneider Electric has been included since 2001. Vigeo ratings are used to select the listed stocks, in keeping with ASPI Eurozone guidelines. www.vigeo.com Objectives and Results A priority objective was set in the Planet & Society...

  • Page 64
    ... in Schneider Electric's Planet & Society Barometer measure the success of the One program (2009-2011): 1. 30,000T annual reduction of CO2 emissions; 2. 2/3 of products revenues gained with Green Premium products; 3. 2/3 of employees working in ISO 14001 certified sites. • by limiting its...

  • Page 65
    ... DEVELOPMENT SCHNEIDER ELECTRIC'S COMMITMENT TO ENVIRONMENTAL PERFORMANCE The Energy Efficiency and Solutions Department, part of Strategy and Innovation Management, is responsible for the EEM (Energy Efficiency Monitoring, see page 67) action plan. Up to the end of 2010, two departments were...

  • Page 66
    ... of medium voltage equipment. SF6 can be freed, in particular, when end-of-life equipment is dismantled by companies who do not recover their waste. 5% Sites' energy consumption 2% Others 40% Logistics and business travel 53% Purchases In the Planet & Society Barometer, Schneider Electric has...

  • Page 67
    ... Schneider Electric industrial scope were defined and taken into account to calculate the variable share of the salary of all employees involved in industrial operations who received a bonus; • monthly reporting of the indicators for the reduction of the industrial carbon footprint for all sites...

  • Page 68
    ..., the majority of which with a return on investment of less than three years; • 26,000 lights were replaced, 350 speed drives were used, 1,600 meters in 110 sites, hundreds of sensors, regulators, and building management systems were installed. 66 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 69
    ... Columbia site, with more than 550 employees, is a factory which assembles smart transformers and includes engineering offices. A Schneider Electric building automation system was installed to reduce losses from air conditioning, heating, compressed air, and lighting with a return on investment of...

  • Page 70
    ...new products; Schneider Electric's Approach In order to meet these expectations, Schneider Electric has set out to • provide its customers with environmental information; • control the use of dangerous substances; • bring a high level of innovation to its products. With this in mind the Group...

  • Page 71
    ... China where an RoHS directive has been in force since March 1, 2007, and in South Korea and Japan. New RoHS regulations are currently being discussed in India, the USA, Serbia, etc. RoHS directive Whilst the Schneider Electric products directly covered by the RoHS directive are extremely limited...

  • Page 72
    ...Management Explorer (EIME) software. The Group has developed a guide of good design practices to optimise end-of-life costs and the potential recyclability rate. In 2010, Schneider Electric included recommendations and good practices for environmentally friendly end-of-life processing in its product...

  • Page 73
    ... equipped with retention tanks. Retention systems are designed to compensate in the event of malfunctions or emergencies, such as fires. In 2010 Schneider Electric conducted its annual review of pollution risks at all manufacturing sites as part of ISO 14001 tracking. No major incident was reported...

  • Page 74
    ... its success. The Group motivates its employees and promotes involvement by making the most of diversity, supporting professional development, and ensuring safe, healthy working conditions. Schneider Electric's HR policy is founded on a strong sense of commitment and shared services: • all of the...

  • Page 75
    ...of employee relations; • HR Solutions creates and develops comprehensive solutions to the organisation's strategic challenges in key areas, such as compensation, benefits, human capital development, training and performance management. Regional teams are leveraged to effectively shadow the Group...

  • Page 76
    ... North America, EMEAS Europe, Middle East, Africa, South America and Asia Pacific) which will report to the Industral Operation Department. Their mission is to support the Group's plans in three areas, Safety, Environment and Property. In 2010 the Group focused on building the new organisation...

  • Page 77
    ..., whose proper execution is crucial to both successfully implementing the Group's strategy and satisfying its customers. 2 Main Plans of Action 2010 As part of the Planet & Society Barometer, Schneider Electric set a goal in 2009-2011 to increase the employee company recommendation rating by...

  • Page 78
    ... Group's specific needs. In 2010 over 55,000 employees consulted these e-learning modules. Main Plans of Action 2010 As part of the Planet & Society Barometer, Schneider Electric set a target for 2009-2011 to train 2,000 employees in energy management solutions. At the end of 2010, 239 employees...

  • Page 79
    ... tracked. 803 Schneider Electric employees received training in 2010 as part of our talent development programs; 469 took part in management training and 334 in job-oriented training. In 2009 and 2010, six members of the Schneider Electric Executive Committee and 68 managers on their teams attended...

  • Page 80
    ... 2011 Plan will cover 83,000 employees in 14 countries (Australia, Belgium, Brazil, Canada, China, France, Germany, India, Italy, Mexico, New Zealand, Spain, Singapore and the United States). Schneider Electric Approach The Group has been building an international employee shareholder base since...

  • Page 81
    ... and social dialog between senior management and the representatives of employees of the French subsidiaries. Formed for a period of three years, the Group Works Council, France currently has 30 full members. A five-day training session is provided for all new members at the beginning of their term...

  • Page 82
    ... electrical training for young people looking to enter the workforce. The Schneider Electric Foundation and Schneider Electric's team members support this focus through their collective and individual commitment. Launched in 2009, the BipBop (Business, Innovation, People at the Base of the Pyramid...

  • Page 83
    ...between France and India: • a BipBop solutions Business Development Director; • an Offer Creation Director based in Bangalore (India); • a Welfare Investment Director, who manages the Schneider Electric Energy Access social welfare fund; Two high-priority social performance community-oriented...

  • Page 84
    ... group based in Aubagne, France. The company specialises in renewable energy solutions and has developed specific skills in integrated solar panel installation. Backed by SEEA's investment, Solasyst will open two new branches in the south of France. to help entrepreneurs start electricity-related...

  • Page 85
    ... know-how to be able to sell and maintain energy access services and, in time, to set up their own businesses. Without local skills there can be no sustainable development. Schneider Electric's strategy for the training of disadvantaged groups at the base of the pyramid includes three key priorities...

  • Page 86
    ... the Foundation and tracking projects once they are launched. Each project is subject to a review process based on administrative and financial data by the Schneider Electric Foundation and by Fondation de France before funds are released. • selecting an association dedicated to employing young...

  • Page 87
    ... members: the Foundation Managing Director, the Foundation Program Director, and the Access to Energy Program Formation Director. They meet every month. continually encourages and supports national and international integration associations or electrical profession educational organisations. This...

  • Page 88
    .... By supporting innovative projects, the Schneider Electric Foundation voluntarily helps raise awareness to different parties participating in the challenges of climate change. The company invests in emblematic and international programs by making its knowledge, notably in energy systems management...

  • Page 89
    ... SCHNEIDER ELECTRIC, A RESPONSIBLE CORPORATE CITIZEN 3 Impact on regional development and civil society relations Wherever it operates, the Group makes a strong commitment to community partners. This is indispensable for a global entreprise that wants to keep in touch with real-life conditions...

  • Page 90
    ... of sites ISO 14001 certified. Other data is used and consolidated under departments directly concerned by the indicators (Human Resources, environment, the Foundation, etc) and each represented by a driver. The global performance of the Planet & Society Barometer is calculated by the Group...

  • Page 91
    ... management systems of sites. The sites purchased in 2010 after the purchase of the Areva Distribution business are not included. The indicator's denominator recognises those under contract with Schneider Electric (fixed-term and open-ended contracts) and temporary staff (all of the Group employees...

  • Page 92
    ... listed by Schneider Electric represent x% of total purchases of the Group in 2010. This indicator was audited by Ernst & Young. 2,000 employees trained on energy management solutions The indicator counts the employees haven taken one of the internal or external training courses aimed at training...

  • Page 93
    ...and part-time employees, absenteeism and grounds Remuneration and development, social charges, application of the provisions of Title IV of Book IV of the French Labor Code, gender equality Professional relations and statement of collective agreements Health and safety conditions Training Employment...

  • Page 94
    ... Reporting Initiative In order to strengthen the quality of its extra-financial reporting, Schneider Electric uses the Global Reporting Initiative, a recognised international reference to help organisations and their stakeholders to evaluate their business' performance in terms of economic, social...

  • Page 95
    ...reduce environmental impact EN28 Monetary of value of significant fines 2 Social performance indicators Labor practices and decent work LA1 Total staff by job, contract type, and by geographic area LA2 Staff turnover LA4 employees covered by collective agreements LA6 Percentage of total staff in...

  • Page 96
    2 SUSTAINABLE DEVELOPMENT METHODOLOGY AND AUDIT OF INDICATORS 94 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 97
    ... 31, 2010 Statutory Auditors' Report on a selection of environmental, safety, Human Resources and Planet & Society Barometer indicators Dear Sir or Madam, Further to your request and as statutory auditors of Schneider Electric, we have performed a review allowing us to express limited assurance...

  • Page 98
    ... inclusion of suppliers that did not joined the Global Compact. We also express a qualification on the indicator "Revenue achieved with Green premium products" that could not be audited due to the unavailability of the supporting data. Based on our review and except for these above qualifications...

  • Page 99
    ...with the Global Reporting Initiative. 2 • one part publishing constant scope indicators; ISO 14001 certification of sites 2010 Number of ISO 14001 Certified Sites Industrial and Logistics sites Tertiary Sites New Sites Certified this Year Certified Sites that have Closed or Consolidated this...

  • Page 100
    ...886 â-² 2010 Audited Indicators NP = Not Published * The CO2 emissions linked to energy consumption are considered estimates, because the indirect emissions are calculated on the conversion factors per country. ** 9 sites used SF6 in 2009 and 2010. 98 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 101
    ... by geographic area (5) Asia-Pacific Europe North America Rest of the world LA1 Breakdown of personnel by country (the most significant countries) (5) France United States of America China Mexico India Germany Spain Australia Russia United Kingdom Brazil LA1 Annual breakdown of workforce by...

  • Page 102
    ... Sales Services and projects** Support Technical Industrial LA1 Direct variable costs (cost of employees under production or business costs) Workforce (France) LA1 LA1 LA1 LA1 Spot workforce Number of hirings Number of departures Breakdown by type of contract Open-ended contract Fixed-term...

  • Page 103
    ...31% 25% 10% LA2 Breakdown by category White collar Blue collar LA2 Breakdown by geographic area Asia-Pacific Europe North America Rest of the world Layoffs LA2 (6) Breakdown by type of contract Open-ended contract Fixed-term contract 75% 25% 39% 61% 11% 31% 42% 16% 91% 9% 44% 56% 12% 37% 40...

  • Page 104
    ... bodies (2) Unions Works Council Health and Safety Committee LA7 Number of collective agreements (2) 60.6% 63.1% 85.9% 261 55.1% 63.5% 83.1% UA 59% 69% 82% UA Health and safety of employees Health and safety of employees LA7 Number of accidents (1) of which Schneider Electric employees of which...

  • Page 105
    ...by training type Health, safety, environment Technical Languages, IT Management and leadership Other LA10 Breakdown of costs by gender Women Men LA10 Breakdown of costs by category Engineers and executives Administrators, Technicians and Foremen Manual workers LA12 Employees having had a performance...

  • Page 106
    ... the importance of company and employee participation in the Foundation's approach to involvement, as close to the local communities as possible. Breakdown of The Schneider Electric Foundation's 2010 Financial Commitments 2010 Breakdown per Operational Unit Professional Training Emergency Raising...

  • Page 107
    ... Board and Management Board 8. Management interests and compensation 9. Regulated Agreements 10. Internal control and risk management** 11. Application of the AFEP-MEDEF corporate governance guidelines** 106 113 115 116 119 120 120 121 129 130 138 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 108
    ...recommendation to adopt a two-tier management structure, with a Management Board and a Supervisory Board. > 1. Supervisory Board** and Human Resources Committee. Members' directorships and functions in other companies that have business relations with Schneider Electric (primarily AXA), do not, by...

  • Page 109
    ... Director of Schneider Electric SA; Director of Ginger SA, GTNexus (USA), SAP America Inc. (USA), SAP Global Marketing Inc. (USA), SAP Asia Pte. Ltd (Singapore), SAP Japan Co. Ltd (Japan), SAP France SA, SAP Italia Sistemi, Applicazioni, Prodotti in Data Processing SpA (Italy), SAP Hellas Systems...

  • Page 110
    ... in french or foreign companies • Currently: Member of the Supervisory Boards of Schneider Electric SA and the "Schneider France-Germany" corporate mutual fund; Responsible for trading in Europe within the Industry Department of Schneider Electric's European Operating Division; Director of the...

  • Page 111
    ... served as Chairman and Executive Vice-President of Landis & Gyr Corporation, a provider of services, systems and equipment for building management, electrical contracting and pay phones. From 1998 to 2005, he was Chairman of the Board of Directors of Oertikon Bührle Holding AG (since renamed OC...

  • Page 112
    ...address: 22, square de l'Alboni - 75016 Paris - France 250 Schneider Electric SA shares First appointed: 2005 / Term ends: 2014 Mr Anand Mahindra * Age: 55 Business Address: Mahindra Towers, 6th ï¬,oor, Dr 6M b Hosle Road, Mumbai 400 018, India 250 Schneider Electric SA shares First appointed: 2010...

  • Page 113
    ... or foreign companies • Currently: Member of the Supervisory Board of Schneider Electric SA; Chairman of Weinberg Capital Partners, Financière Piasa, Piasa Holding, Piasa, Team Partners Group, VL Holding, Alret and Maremma; Member of the Supervisory Board of Amplitude Group and Financière BFSA...

  • Page 114
    ...- France 264 Schneider Electric SA shares First appointed: 2004 / Term ends: 2012 Ms Dominique Sénéquier Age: 56 Business address: AXA Private Equity 20, place Vendôme - 75001 Paris - France First appointed: 2010 / Term ends: 2011 Other directorships and functions in french or foreign companies...

  • Page 115
    ... of the Supervisory Board** • authorise the creation of stock option plans or stock grant plans, with or without performance criteria; Missions and powers of the Supervisory Board The Supervisory Board exercises ongoing control over the Management Board's management of the Company, in accordance...

  • Page 116
    ... Management prior to Board meetings. New members attend training and information sessions dealing with the Company's strategy and businesses. Schneider Electric has adopted a code of ethics for Supervisory Board members and employees designed to prevent insider trading. Under the terms of this code...

  • Page 117
    ... the Management Board to set up performance stock option plans (plans 10 and 11, see pages 252) and to carry out an employee share issue in 2011; • extended the remit of the research missions of its Remunerations and Appointments & Corporate Governance Committee related to Human Resources issues...

  • Page 118
    ... reviewing budgets and business plans. Shareholders' Meeting 2010 The Supervisory Board reviewed the agenda and draft resolutions to be tabled in Annual Meeting and prepared its report to shareholders. It approved the Chairman's report on the operations of the Supervisory Board and internal control...

  • Page 119
    ...their networks, - reviews the Company's internal control system and the draft report of the Chairman of the Supervisory Board on internal control, - review of the 2010/2011 external audit schedule, 4) corporate governance: - reviews codes of conduct, notably concerning fair trading and ethics and...

  • Page 120
    ...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...

  • Page 121
    ... of line positions with international subsidiaries: in Italy (five years), China (five 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 specific responsibility for the Schneider...

  • Page 122
    ... approves the annual and interim financial statements and related management reports; • calls Shareholders' Meetings; > 7. Declarations concerning the situation of the members of the Supervisory Board and Management Board Schneider Electric Services International. He receives compensation for...

  • Page 123
    ... Board or Management Board and their private interests. To the best of the Company's knowledge, the members of the Supervisory Board and Management Board have not accepted any restrictions on selling their Schneider Electric shares aside from those stipulated in stock option and stock grant plans...

  • Page 124
    ... by funded pension plans in line with local practice in their respective countries. Compensation of the Supervisory Board members Chairman of the Supervisory Board Based on the recommendation of the Remunerations, Appointments and Human Resources Committee, at its meeting on April 22, 2010, the...

  • Page 125
    .... (2) Non-voting member. (3) Claude Briquet, who has a service contract with Schneider Electric Industries SAS, waived payment of his attendance fees. Schneider Electric will donate the amount waived for 2009 to the Schneider Electric Foundation. 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 123

  • Page 126
    ...his base salary, or 709,650EUR. • Group performance: organic revenue growth, growth in operating profit, cash generation ratio and customer satisfaction rates; • Individual performance: implement the strategy, implement One, create the Energy business and integrate Areva Distribution, recruit...

  • Page 127
    ... the start of the financial year. (3) Exceptional plan 32 with no performance conditions. Plan 31 Performance criteria Plan 33 50% of options / 100% for the Management 100% of options - 2010 and 2011 operating Board - 2011 operating margin and 2009 to margin and share of revenue generated in new...

  • Page 128
    ...the benefits granted to him as Chairman of the Management Board. Under the terms of his new status, approved by the Annual Shareholders' Meeting of April 23, 2009, Mr Jean-Pascal Tricoire: 1) will continue to benefit from: - the Schneider Electric SA and Schneider Electric Industries SAS employee...

  • Page 129
    ...chauffeur-driven company cars made available to Group Senior Management. This benefit in kind can be estimated at EUR5,146. Emmanuel Babeau Under his service contract with Schneider Electric Industries SAS, Emmanuel Babeau is covered by the top-hat pension plan for senior executives in France (see...

  • Page 130
    ...Human Resources and Industrial Operations; • the Executive Vice-Presidents of the businesses: Power Global & EMEAS*, Power North America & Buildings, Power Asia Pacific, Industry, Energy, IT and Custom Sensors & Technologies. • 86,500 SARs under plan 33 for US citizens; • 9,875 stock grants...

  • Page 131
    ... Board of Directors authorised the signature of a shareholders' agreement between AXA and Schneider Electric SA. The agreement calls for the continuation of stable cross-shareholdings between the two groups. In particular, Schneider Electric SA undertakes to hold no less than 8.8 million AXA shares...

  • Page 132
    ...Internal Control Departments, the Management Control and Accounting Departments, as well as the various participants in internal control. It was reviewed by the Audit Committee. 1.2. Scope of this report The system is designed to cover the Group, defined as the Schneider Electric SA parent company...

  • Page 133
    ... system, with support from all key participants and notably the Internal Audit and Group's Internal Control Departments. It also monitors the Group's performance, during quarterly reviews with the Operating Divisions and Global Functions. These reviews cover business trends, action plans, current...

  • Page 134
    ... report to the Internal Audit and Internal Control Departments. Within each division, the management team organises control of operations, ensures that appropriate strategies are deployed to achieve objectives, and tracks unit performance. 132 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 135
    ...Delegation of Powers, Separation of Functions, Business Continuity Plans and Retention of Records); • operating processes (purchases, sales, inventories, etc.); • accounting and financial cycles; • Human Resources, IT, Legal and Tax cycles. 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 133

  • Page 136
    ... management and process performance. The operating units fill out self-assessment questionnaires concerning the Key Internal Controls. 4. Risk identification and management 4.1. General risks at the Group level The Internal Audit Department interviews the Group's 40 top managers to update the list...

  • Page 137
    ... Treasury Center deployed the global payment system developed in 2009 in more than 30 European subsidiaries, in accordance with a rollout plan that will continue in 2011 and 2012. 5.4. Internal Control Department In 2010, Internal Control continued to deploy the Key Internal Controls - training and...

  • Page 138
    ...the consolidated financial statements can be produced 16 working days after the annual or half-yearly period-end; • its audits of the Group's performances with respect to targets (see "Internal Control Organisation and Management: Finance and Control - Legal Affairs"). The Management Control and...

  • Page 139
    ... in the course of our work are properly disclosed in the Chairman's report. On the basis of our work, we have no matters to report on the information relating to the company's internal control and risk management procedures relating to the preparation and processing of the accounting and financial...

  • Page 140
    ... statements at least two days before they are reviewed by the Board. Schneider Electric practice At Schneider Electric, the Audit Committee which reviews the Financial Statements meets after the Management Board meeting that approves the Financial Statements and the day before the Board Director...

  • Page 141
    4 Business review 1. Trends in Schneider Electric's core markets 140 2. Review of the consolidated financial statements 3. Review of the parent company financial statements 4. Review of subsidiaries 5. Outlook 142 146 147 147 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 139

  • Page 142
    ...the crisis, notably throughout Asia and Latin America, in contrast with Europe, North America and Japan whose exports to the emerging countries have boomed but whose domestic markets have remained sluggish. In the water and mining, metals and minerals segments new investment materialised more slowly...

  • Page 143
    ...in the emerging countries and work on improving electricity networks mainly in North America and Eastern Europe. Intelligent networks are also taking shape with the launch of pilot and experimental projects supported by national spending programs, in particular for automated distribution systems the...

  • Page 144
    ... management. The company should generate revenue of EUR4 million for 2010. Review of business and consolidated statement of income Changes in the scope of consolidation On January 21, 2010, Schneider Electric announced the signature of an agreement for the acquisition of Cimac, a leader in systems...

  • Page 145
    ... basis and 3.3% at constant scope and exchange rates. The solutions businesses are seeing growth thanks to services tied to energy efficiency in North America and in Western Europe. CST revenue (2% of Group revenue), totaled EUR433 million on December 31, 2010, an increase of 21.2% on an actual...

  • Page 146
    ... accounting intangibles relating to business combinations (compared to EUR231 million in 2009), of which EUR43 million correspond to the acquisition of Areva Distribution. EBITAR per operating segment Power achieved an EBITAR margin of 20.1%; excluding the nonrecurring impact of the US pension plan...

  • Page 147
    ... for EUR1,138 million. The sale of treasury stock generated a net cash inï¬,ow of EUR249 million (EUR22 million in 2009), mainly relating to the sale of the Schneider Electric SA shares previously held by the Group's Cofibel and Cofimines subsidiaries. Dividends paid totaled EUR245 million, of...

  • Page 148
    ... year-end, after taking into account 2010 profit, dividend payments of EUR199 million and share issues in an amount of EUR304 million. All trade payables are due before end-January. Schneider Electric SA posted total portfolio revenues of EUR691 million in 2010 compared with EUR541 million the...

  • Page 149
    ... in 2009. Cofibel The company's portfolio historically comprised shares in Schneider Electric SA; they were sold in 2010, producing a capital gain of EUR152 million. Remuneration and benefits of corporate officers The remuneration and other benefits paid to corporate officers are disclosed in...

  • Page 150
    4 BUSINESS REVIEW 148 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 151
    ... statement of cash flows 3. Consolidated balance sheet 150 152 154 4. Consolidated statement of changes in equity 156 5. Notes to the consolidated financial statements 6. Statutory Auditors' report on the consolidated financial statements 157 222 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 152
    ... intangibles) EBITA corresponds to operating profit before amortisation and impairment of purchase accounting intangible assets and before goodwill impairment. The accompanying notes are an integral part of the consolidated financial statements. 150 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 153
    ... to non-controlling interests * The 2009 figures are restated for the items mentioned in note 1.2 (acquisition costs and CVAE). The accompanying notes are an integral part of the consolidated financial statements. 21.7 3 940 2,736 2,649 87 5 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 151

  • Page 154
    ...in process (Decrease)/increase in accounts payable Change in other current assets and liabilities Change in working capital requirement Total I II - Cash ï¬,ows from investing activities: Purchases of property, plant and equipment Proceeds from disposals of property, plant and equipment Purchases of...

  • Page 155
    ...-term debt Sale/(purchase) of own shares Increase/(reduction) in other financial debt Issuance of shares Dividends paid: Schneider Electric SA** Non-controlling interests Total III IV - Net effect of exchange rate: Increase/(decrease) in cash and cash equivalents: I + II + III + IV Cash and cash...

  • Page 156
    ..., plant and equipment, net Total tangible and intangible assets Investments in associates Available-for-sale financial assets Other non-current financial assets Non-current financial assets Deferred tax assets Total non-current assets Current assets Inventories and work in progress Trade accounts...

  • Page 157
    ... 25,632 Equity Share capital Additional paid-in capital Retained earnings Translation reserve Equity attributable to owners of the parent) Non-controlling interests Total equity Total long-term provisions Pensions and other post-employment benefit obligations Other long-term provisions Total long...

  • Page 158
    ... shares. (3) Of which of the Group's share, EUR3 million tied to employee shareholder plans and 14 million euros of capital gains from the South Africa disposal. The accompanying notes are an integral part of the consolidated financial statements. 156 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 159
    ... The Schneider Electric Group's consolidated financial statements for the financial year ended December 31, 2010 were drawn up by the Management Board on February 14, 2011 and reviewed by the Supervisory Board on February 16, 2011. They will be submitted to shareholders for approval at the Annual...

  • Page 160
    ... the acquisition cost and the book value of the minority interests as a change in equity attributable to the shareholders of Schneider Electric SA. Conversely, the Group recognises any gains or losses generated on share sales resulting in a loss of control of the subsidiary in the statement of...

  • Page 161
    ... reporting date (see note 30.3 to the 2009 consolidated financial statements), the Schneider Electric Group still hadn't taken a position regarding the press release by the CNC (France's national accounting board) on January 14, 2010 concerning the accounting treatment of the added value component...

  • Page 162
    ...assets and liabilities reported in the consolidated balance sheet, the revenues and expenses in the statement of the realisable value of inventories and work in process (note 1.13); the recoverable amount of accounts receivable (note 1.14); the valuation of share-based payments (note 1.20); the...

  • Page 163
    ..., significant minority ownership, and contracts or agreements with other shareholders. Group investments in entities controlled jointly with a limited number of partners, such as joint ventures and alliances, are proportionally consolidated in accordance with the recommended treatment under IAS...

  • Page 164
    ... new products launched since 2004 are capitalised in the IFRS accounts. Development costs for new projects are capitalised if, and only if: The useful life of property, plant and equipment used in operating activities, such as production lines, reï¬,ects the related products' estimated life cycles...

  • Page 165
    ... cash ï¬,ows are based on Group management's economic assumptions and operating forecasts. The discount rate corresponds to the Group's weighted average cost of capital (WACC) at the measurement date plus a risk premium depending on the region in question. The WACC stood at 8.4% at December 31, 2010...

  • Page 166
    ... the sale of own shares are added (deducted) from consolidated reserves, net of tax. 1.19 - Pensions and other employee benefit obligations Depending on local practices and laws, the Group's subsidiaries participate in pension, termination benefit and other long-term benefit plans. Benefits paid...

  • Page 167
    ...FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1.20 - Share-based payments The Group grants different types of share-based payments to senior executives and certain employees. These include: These provisions comprise: • statistical provisions for warranties: the Group funds...

  • Page 168
    ...fair value of the liability are recognised by adjusting goodwill. In the absence of any new put options granted to minority shareholders since January 1, 2010, the Group hasn't had to decide on an accounting treatment for them. 1.26 - Statement of cash flows The consolidated statement of cash flows...

  • Page 169
    ...1 58 Dec. 31, 2010 International 492 1 5 498 556 France 60 1 61 Dec. 31, 2009 International 477 1 3 481 542 2.1 - Acquisition of Areva T&D's Distribution business On June 7, 2010 (closing date), a consortium comprising Alstom and Schneider Electric acquired all of Areva T&D's capital for EUR2.29...

  • Page 170
    ..., which includes Building Automation and Security and four end-customer segments: Hotels, Hospitals, Office Buildings and Retail Buildings; The Group changed its internal structure with effect from January 1, 2010. The new divisions are organised by business (Power, Industry, IT, Buildings, CST...

  • Page 171
    ..., Taxes, amortisation of purchase accounting intangibles and Restructuring costs (EBITAR). Share-based payment is presented under "Holding". The Management Board does not review assets and liabilities by Business. The same accounting principles governing the consolidated financial statements apply...

  • Page 172
    5 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Dec. 31, 2010 Western of which Europe France Revenue by country market Non-current assets 6,568 6,022 1,777 1,869 North of which America USA 4,704 6,391 3,952 6,141 Asia- of which Rest of Pacific China the world ...

  • Page 173
    ... THE CONSOLIDATED FINANCIAL STATEMENTS Note 5 Depreciation, amortisation and provision expense Depreciation, amortisation and provision expenses recognised in operating expenses were as follows: 2010 Included in cost of sales: Depreciation and amortisation Provisions Included in selling, general...

  • Page 174
    ... of defined benefit plan costs Dividends Net gains/(losses) on disposal of long-term investments Other financial expense, net OTHER FINANCIAL INCOME AND EXPENSE Dividends are mainly received on AXA shares. 25 (49) 9 3 (53) (65) In July 2010, Schneider Electric partially bought back its July...

  • Page 175
    ...le consolidated tax returns. Schneider Electric SA has chosen this option for the French subsidiaries it controls directly or indirectly through Schneider Electric Industries SAS. 10.1 - Analysis of income tax expense 2010 Current taxes France International Total Deferred taxes France International...

  • Page 176
    ... in proportion to operating income: Power Business Square D Company The Group's goodwill is presented below. 82% Industry Business 18% Year of acquisition APC Square D Company Groupe Lexel Areva Distribution Telemecanique TAC/Andover/Abacus/Applied Control Technology/ Yamas/HGA Pelco Clipsal MGE...

  • Page 177
    ...THE CONSOLIDATED FINANCIAL STATEMENTS Year of acquisition AEM ECP Mita Holding IMS GET Microsol Conzerv Meher ITG Crockett Dataletta Grant Others TOTAL (1) Cash Generating Unit to which goodwill has been allocated. CST: Customized Sensors & Technologies. CGU (1) Power Power Power Industry Power IT...

  • Page 178
    ... 3,919 4,258 The allocation of the acquisition price of Areva Distribution has given rise to the recognition of several intangible items totalling EUR164 million (technology, backlog and inventories, customer relationship). In addition, client portfolios relating to Cimac and Scada acquired at the...

  • Page 179
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12.2 - Trademarks At December 31, 2010, the main trademarks recognised were as follows: Dec. 31, 2010 APC Pelco Clipsal MGE TAC Juno Digital Xantrex Merten Kavlico BEI Other NET 1,382 370 194 167 101 86 50 21 18 12 9 ...

  • Page 180
    ... TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 13 Property, plant and equipment 13.1 - Change in tangible assets Machinery and equipment 3,162 139 (154) 14 44 3 3,208 171 (132) 144 91 196 3,678 (2,309) (225) 166 (11) 4 3 (2,372) (240) 140 (93) (9) (123) (2,697) 853 836 981 Land GROSS VALUE Dec. 31...

  • Page 181
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13.2 - Finance leases Tangible assets primarily comprise the following finance leases: Dec. 31, 2010 Land Buildings Machinery and equipment Other tangible assets Accumulated depreciation ASSETS UNDER FINANCE LEASE, ...

  • Page 182
    ... FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 14 Investments in associates Investments in associates can be analysed as follows: % interest at Dec. 31 2010 Delta Dore Finance Electroshield - TM Samara Sunten Electric Equipment Fuji Electric FA Components & Systems...

  • Page 183
    ...under "Other long-term debt". This amount has been placed in an escrow account by the Group and appears under "Other non-current financial assets". 15.2 - Other non-current financial assets The Clipsal acquisition contract stipulates retaining part of the acquisition price as a liability guarantee...

  • Page 184
    5 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 17 Inventories and work in progress Inventories and work in process changed as follows: Dec. 31, 2010 Cost: Raw materials Work in progress Semi-finished and finished products Goods INVENTORIES AND WORK IN ...

  • Page 185
    ...,091 shares with a par value of EUR8, all fully paid up. At December 31, 2010, a total of 287,955,220 voting rights were attached to the 271,959,091 shares outstanding. Schneider Electric's capital management strategy is designed to: • ensure Group liquidity; • optimise its financial structure...

  • Page 186
    ... TO THE CONSOLIDATED FINANCIAL STATEMENTS Changes in share capital Changes in share capital since December 31, 2009 were as follows: Cumulative number of shares Capital at Dec. 31, 2009 Exercise of stock options Payment of dividend in shares Employee share issue CAPITAL AT DEC. 31, 2010 262,752...

  • Page 187
    ... for the year. 21.5 - Share-based payments Current stock option and stock grant plans The Board of Directors of Schneider Electric SA and later the Management Board have set up stock option and stock grant plans for senior executives and certain employees of the Group. The main features of these...

  • Page 188
    ...or corporate officer of the Group. In addition, exercise of some options is generally conditional on the achievement of annual objectives based on financial indicators. In respect of subscription vesting conditions for current stock option plans, Schneider Electric SA has created 2,709,882 shares...

  • Page 189
    ... to vest, the grantee must be an employee or corporate officer of the Group. In addition, vesting of some stock grants is conditional on the achievement of annual objectives based on financial indicators. 21.5.1 Valuation of share-based payments • expected volatility of between 20% and 28...

  • Page 190
    ... nonleveraged plan, employees may purchase Schneider Electric shares at a 15% to 17% discount (depending on the country) to the price quoted for the shares on the stock market. Employees must then hold their shares for five years except in certain cases provided for by law. The share-based payment...

  • Page 191
    ... STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The tables below summarise the main characteristics of the plans, the amounts subscribed, the valuation assumptions and the cost of the plans for 2010 and 2009. 2010 Nonleveraged plans Plan characteristics Maturity (years) Reference price...

  • Page 192
    ...issuer. (5) In some countries, due to local law, employees subscribe for undiscounted sums while the bank subscribes at a discount to provide the leverage. 21.6 - Schneider Electric SA shares At December 31, 2010, the Group held 4,583,005 Schneider Electric shares in treasury stock, which have been...

  • Page 193
    ... Pensions and other post-employment benefit obligations The Group has set up various post-employment benefit plans for employees covering pensions, termination benefits, healthcare, life insurance and other benefits, as well as long-term benefit plans for active employees, primarily long service...

  • Page 194
    ... benefits Pension obligations primarily concern the Group's North American and European subsidiaries. These plans feature either a lump-sum payment on the employee's retirement or regular pension payments after retirement. The amount is based on years of service, grade and end-of-career salary...

  • Page 195
    ... Provisions for pensions and termination benefit obligations Annual changes in obligations, the market value of plan assets and the corresponding assets and provisions recognised in the consolidated financial statements can be analysed as follows: Dec. 31, 2010 Of which SE USA 1. Reconciliation of...

  • Page 196
    5 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Dec. 31, 2010 Dec. 31, 2009 Of which SE USA 3. Change in projected benefit obligation Projected benefit obligation at beginning of year Service cost Interest cost (effect of discounting) Plan participants' ...

  • Page 197
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Dec. 31, 2010 Dec. 31, 2009 Of which SE USA 5. Funded status Projected benefit obligation Fair value on plan assets Surplus/ (Deficit) Effect of the asset ceiling Deferred items: Unrecognised past service cost (...

  • Page 198
    5 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Dec. 31, 2010 2. Change in projected benefit obligation Projected benefit obligation at beginning of year Service cost Interest cost (effect of discounting) Plan participants' contribution Benefits paid Actuarial...

  • Page 199
    ...in the scope of consolidation amount to EUR90 million and are principally related to the acquisition of Areva Distribution. (b) Customer risks These provisions are primarily established to covers risks arising from products sold to third parties. This risk mainly consists of claims based on alleged...

  • Page 200
    ... FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 24 Total (current and non-current) financial liabilities Non-current financial liabilities break down as follows: Dec. 31, 2010 Bonds Bank and other borrowings Lease liabilities Employees profit sharing Short-term...

  • Page 201
    ...% variable and 2.875% fixed 4.000% fixed 3.625% fixed Maturity August 2010 July 2011 July 2013 January 2014 January 2015 July 2016 August 2017 July 2020 Schneider Electric SA has made several bond issues as part of its Euro Medium Term Notes (EMTN) programme over the past few years. Issues that...

  • Page 202
    ... stock exchange. The issue premium and issue costs are amortised according to the effective interest method. Finally, the company brought back its EUR900 million, August 2005 bond, due on August 11, 2010. 24.4 - Other information At December 31, 2009, Schneider Electric had confirmed credit lines...

  • Page 203
    ...121,990 Schneider Electric stocks are hedged in relation to Stock Appreciation Rights granted to US employees. The market value of financial instruments, which their carrying amount reï¬,ects, is estimated either internally by discounting future differential cash ï¬,ows at current market interest...

  • Page 204
    ... THE CONSOLIDATED FINANCIAL STATEMENTS 26.2 - Carrying amount and market value of financial instruments other than derivatives Dec. 31, 2010 Notional amount Available-for-sale financial assets Other non-current financial assets Marketable securities Bonds Other short and long-term debt FINANCIAL...

  • Page 205
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26.4 - Impact of financial instruments Impact on equity Fair value (32) 31 (1) Dec. 31, 2010 Available-for-sale financial assets Loans and accounts receivable Financial liabilities measured at amortised cost ...

  • Page 206
    ...NON-CURRENT ASSETS Current assets: Trade accounts receivable Other receivables Current financial assets Marketable securities TOTAL CURRENT ASSETS LIABILITIES Non-current liabilities: Other long-term debt TOTAL NON-CURRENT LIABILITIES Current liabilities Trade accounts payable Other Short-term debt...

  • Page 207
    ... TOTAL AVERAGE NUMBER OF EMPLOYEES By region: EMEAS* North America Asia-Pacific * Europe, Middle-East, Africa, South America. 5 The change in the average number of employees is primarily linked to the acquisition of the Areva Distribution businesses. 27.2 - Employee benefits expense 2010 Payroll...

  • Page 208
    ...CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27.3 - Benefits granted to senior executives In 2010, the Group paid EUR0.64 million in attendance fees to the members of its Supervisory Board. The total amount of gross remuneration, including benefits in kind, paid...

  • Page 209
    ...based on the number of users connected worldwide as the system is deployed. Note 30 Subsequent events Acquisition of APW in India On January 7, 2011 the Group announced the signature of an agreement for the acquisition of the majority of the share capital of APW President Systems Limited, a company...

  • Page 210
    ...Group to the Statutory Auditors and their networks: Dec. 31, 2010 (in thousands of euros) Ernst & Young 8,463 100 8,363 1,046 1,046 9,509 211 9,720 % 87% Mazars 6,578 100 6,478 % 99% Total 15,041 Audit Statutory auditing o/w Schneider Electric SA o/w subsidiaries Related services o/w Schneider...

  • Page 211
    ... Ab Pelco Finland Oy Schneider Electric Buildings Finland Oy Schneider Electric Finland Oy Strömfors Electric Oy Vamp Oy Alombard SAS American Power Conversion Europe SARL American Power Conversion France SARL Areva T&D Austria SA (Distribution business only) Areva T&D SAS (Distribution business...

  • Page 212
    ... Schneider Automation SAS Schneider Electric Consulting SAS Schneider Electric Energy France SAS Schneider Electric Foncière SAS - S.E.L.F. Schneider Electric France SAS Schneider Electric Holding Amérique du Nord SAS Schneider Electric Holding Asie Pacifique SAS Schneider Electric Holding Europe...

  • Page 213
    ... Services SAS APC Deutschland GmbH Berger Lahr Positec GmbH Crouzet GmbH Elau GmbH Elso GmbH Kavlico GmbH Kavlico GmbH (formerly Kavlico Technology GmbH) Merten GmbH Merten Holding GmbH MGE USV-Systeme GmbH Ritto GmbH Schneider Electric Automation Deutschland GmbH Schneider Electric Automation GmbH...

  • Page 214
    ... Baltic Distribution Center Schneider Electric Latvija SIA UAB Schneider Electric Lietuva COC Luxembourg S.à r.l. Comodot S.à r.l. Industrielle de Réassurance SA SGBT European Major Investments SA SHL Luxembourg S.à r.l. American Power Conversion Corp (A.P.C.) B.V. APC Benelux B.V. APC Europe...

  • Page 215
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS % interest Dec. 31, 2010 DIN Elektro Kraft OOO LLC Merten Russland OOO LLC Schneider Electric Zavod ElectroMonoblock OOO Schneider Electric Buildings (Russia) OOO Lexel Elektromaterialy (SPB) OOO RusEI OOO Schneider ...

  • Page 216
    ... THE CONSOLIDATED FINANCIAL STATEMENTS % interest Dec. 31, 2010 Schneider Electric Finances SA Schneider Electric Motion AG Schneider Electric (Schweitz) AG Schneider Electric Ukraine Smart Electric Advance Cayson Ltd Advance Dormant No. 1 Ltd Ajax Electrical Ltd APC DC Network Solutions UK Limited...

  • Page 217
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS % interest Dec. 31, 2010 Yorkshire Switchgear Group Ltd Accounted for by equity method Delta Dore Finance SA (sub-group) Möre Electric Group A/S Electroshield TM Samara (sub-group) North America Fully consolidated Co...

  • Page 218
    ... Electric USA, Inc. Schneider Electric Vermont Ltd SNA Holdings Inc. Square D Investment Company Veris Industries LLC Xantrex Technology Inc. Xantrex Technology USA Inc. Asia-Pacific Fully consolidated APC Australia Pty. Limited Australian Electrical Supplies Pty. Limited Citect Corporation Limited...

  • Page 219
    ... Areva T&D Suzhou High Voltage Switchgear Co. Ltd (Distribution business only) Beijing Merlin Great Wall Computer Room Equipment & Engineering Co. Ltd Citect Controls Systems (Shanghaï) Ltd Clipsal China Company Limited Clipsal Manufacturing (Huizhou) Ltd Custom Sensors & Technologies Asia (Shangha...

  • Page 220
    ... Electronics Corporation Schneider Electric Japan Holdings Ltd Toshiba Schneider Inverter Corp. Clipsal (Malaysia) Sdn Bhd Clipsal Integrated Systems (M) Sdn Bhd Clipsal Manufacturing (M) Sdn Bhd DESEA Sdn Bhd Gutor Electronic Asia Pacific Sdn Bhd Huge Eastern Sdn Bhd KSLA Energy & Power Solutions...

  • Page 221
    ... SA (Thailand) Co. Ltd Pinnacle Supplier Company Limited Pro Face South East Asia Pacific Co. Ltd Schneider (Thailand) Ltd Schneider Electric CPCS (Thailand) Co. Ltd Square D Company (Thailand) Ltd Clipsal Vietnam Co. Ltd MGE UPS Systems Viet Nam Limited Schneider Electric Vietnam Co. Ltd Accounted...

  • Page 222
    ... FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS % interest Dec. 31, 2010 Rest of the world Fully consolidated Delixi Electric Algérie SARL Schneider Electric Algérie MGE UPS Systems Argentina SA Schneider Electric Argentina SA Clipsal Middle East Xantrex International...

  • Page 223
    ... Ltd Merlin Gerin SA (Pty) Ltd Nu-Lec Africa (Pty) Ltd Pelco Video Security South Africa (Pty) Ltd RBF Technology (Pty) Ltd. Schneider Electric IT South Africa (Pty) Ltd Schneider Electric South Africa (Pty) Ltd Schneider Investment Holdings (Pty) Ltd Valortrade 27 (Pty) Ltd trading as SMSVend Areva...

  • Page 224
    ... consolidated financial statements. In compliance with the assignment entrusted to us by your annual shareholders' meeting, we hereby report to you, for the year ended December 31, 2010, on: • the audit of the accompanying consolidated financial statements of Schneider Electric S.A.; • the...

  • Page 225
    ...the financial statements 4. Statutory Auditors' report on the financial statements 224 226 227 238 5. List of securities held at December 31, 2010 239 6. Subsidiaries and affiliates 7. The Company's financial results over the last five years 240 242 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 226
    ... and equipment Land Buildings Other Investments Shares in subsidiaries and affiliates Other investment securities Advances to subsidiaries and affiliates Other 2.1 2.2 2.3 4,608,104 160,081 3,140,038 7,908,223 Total non-current assets Current assets: Accounts receivable Accounts receivable - trade...

  • Page 227
    ... liabilities Current liabilities: Accounts payable - trade Accrued taxes and payroll costs Other 288 5,148 9,694 15,130 Total non-current and current liabilities Deferred income Translation gains TOTAL EQUITY AND LIABILITIES The notes form an integral part of these company financial statements...

  • Page 228
    ... amount of fixed asset disposals Provisions, depreciation and amortisation Other Non-recurring expenses Net non-recurring income/(expense) Net income tax benefit NET INCOME The notes form an integral part of these company financial statements. 226 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 229
    ... paper. • the payment of the 2009 dividend in stock, for EUR330 million; • the employee share issue carried out on July 8, 2010 as part of the worldwide Employee Stock Purchase Plan, for EUR144 million; • the exercise of stock options, for EUR161 million. The Company carried out several bond...

  • Page 230
    ... NET Other investment securities primarily include Schneider Electric SA shares acquired for allocation on the exercise of certain stock options. Schneider Electric SA has not reclassified own shares allocated to this line item as of December 31, 2004. However, since then, all purchases made for...

  • Page 231
    ...,586 3,585,399 Plan 26 Plan 27 Plan 28 Plan 29 Plan 30 Cost Provisions TOTAL NET 761,313 948,241 1,000,000 31,333 877,586 3,618,473 Marketable securities primarily represent own shares held by the Company for allocation to stock option plans. 6 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 229

  • Page 232
    ... FINANCIAL STATEMENTS Note 5 Advances to the Group cash pool This item consists of interest-bearing advances by Schneider Electric SA to the Group cash pool (Boissière Finance) that are recoverable on demand. Note 6 Accruals and other assets 6.1 - Prepaid expenses This circa EUR1 million line...

  • Page 233
    ... year, 2,709,882 new shares were issued on the exercise of 9,207,066 stock options, increasing the share capital by EUR74 million. Shareholders who chose the 2009 stock dividend option subscribed for 4,345,794 shares representing EUR35 million. A 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 231

  • Page 234
    ... stock dividend, EUR127 million from the employee share issue and EUR139 million from the exercise of stock options. Own shares In 2010, Schneider Electric SA transferred to employees 33,074 own shares, acquired at a cost of EUR2 million. The total number of own shares held at the reporting date...

  • Page 235
    ... Electric SA 2013 Schneider Electric SA 2015 Schneider Electric SA 2017 Schneider Electric SA 2016 Schneider Electric SA 2016 Schneider Electric SA 2020 Legend: Fixed: fixed rate. Floating: ï¬,oating rate. Schneider Electric SA has made a series of bond issues as part of its Euro Medium Term...

  • Page 236
    ... 20 20 (45) (46,695) Note 12 Maturities of receivables and payables Total Non-current assets Advances to subsidiaries and affiliates Other investment Current assets Accounts receivable - trade Other receivables Marketable securities Prepaid expenses Debt Bonds Bank loans Other borrowings Amounts...

  • Page 237
    ... THE FINANCIAL STATEMENTS Note 13 Related-party transactions (minimum 10% interest) Gross Shares in subsidiaries and affiliates Advances to subsidiaries and affiliates Accounts receivable Cash and cash equivalents Interest-bearing liabilities Accounts payable Revenues: • Dividends • Interest...

  • Page 238
    ... a EUR1 million insurance payout relating to a dispute. Note 16 Net income tax benefit The "income tax expense" line item in the statement of income mainly consists of the Group relief recorded by the tax group headed by Schneider Electric SA. Group relief totaled EUR207 million in 2010, up on the...

  • Page 239
    ...: None 17.3 - Financial instruments Schneider Electric Group hedging transactions, exchange guarantees and the establishment of financial instruments are carried out by the manager of the Group cash pool, Boissière Finance, a wholly-owned subsidiary of Schneider Electric Industries SAS, which in...

  • Page 240
    ...nancial statements based on our audit. • the audit of the accompanying financial statements of Schneider Electric SA; I - Opinion on the financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform...

  • Page 241
    ... in real estate companies D. Investments in foreign companies TOTAL Marketable securities 3,585,399 Schneider Electric SA own shares (stock option plans 26, 27, 28, 29 and 30) TOTAL 217,284 217,284 Schneider Electric Industries SAS AXA SELF Vigéo SAS Schneider Electric SA own shares 4,344,481 111...

  • Page 242
    ...subsidiaries and affiliates with a carrying amount of over 1% of the share capital of Schneider Electric SA A. Subsidiaries (at least 50% owned) Schneider Electric Industries SAS 35, rue Joseph Monier - 92500 Rueil-Malmaison, France Cofibel 18/20, avenue Winston Churchill - 1180 Brussels, Belgium...

  • Page 243
    COMPANY FINANCIAL STATEMENTS SUBSIDIARIES AND AFFILIATES Book value of securities held Loans and advances provided by the Company and still Net outstanding Amount of guarantees given by the Company Sales (ex. VAT) in the past financial year Gross Dividends received by the Profit or loss Company...

  • Page 244
    ... 3,936 2,004 1,374 2,606 1,194 (1) Dividends on shares held in treasury on the dividend payment date and the associated withholding are credited to retained earnings. (2) Pending approval by the Annual Shareholders' Meeting of April 21, 2011. 242 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 245
    7 General presentation of Schneider Electric SA 1. General information 2. Shareholders' rights and obligations 3. Capital 4. Ownership structure 5. Employee profit-sharing, stock ownership 6. Stock option and stock grant plans with performance criteria 7. Disclosure of information required in ...

  • Page 246
    ... structure, with a Supervisory Board and a Management Board. Its head office is located at 35, rue Joseph Monier - 92500 Rueil-Malmaison, France (phone: +33 (0)1 41 29 70 00). The Company is registered in Nanterre under no. 542 048 574, business identifier code (APE) 7010Z. Schneider Electric SA...

  • Page 247
    ... a General Meeting, the Management Board may authorise shareholders to fill out and sign these forms electronically through a secure site set up by the General Meeting organiser using a process that complies with Article 1316-4, paragraph 2, line 1 of the French Civil Code, for example by entering...

  • Page 248
    ...following order: • to the payment of a dividend. The Annual Meeting may decide to offer shareholders the opportunity to receive the dividend in cash or in the form of new shares of common stock. Dividends not claimed within five years from the date of payment become time-barred and are paid over...

  • Page 249
    ...purchase existing shares. The type of options (options to subscribe new shares or purchase existing shares) will be determined at a later date by the Management Board; • in addition, as part of employee share issues, the Company has issued 59,043 share subscription warrants; Together, these plans...

  • Page 250
    ... Employee Stock Purchase Plan (ESPP) during 2011, within a limit of 1.1% of the Company's issued capital. The Management Board intends to use this authorisation in June 2011 to issue new shares to employees under a nonleveraged and leveraged stock ownership plan. At the Annual Shareholders' Meeting...

  • Page 251
    ... new shares to employees during 2011, within a limit of 1.1% of the Company's issued capital. The Management Board intends to use this authorisation in June 2011 to issue new shares to employees under a nonleveraged and leveraged stock ownership plan. (3) Issues of shares to entities set up to hold...

  • Page 252
    ...capital; • number of shares and percentage of share capital held directly and indirectly by Schneider Electric SA as of January 31, 2010: - treasury stock: 4,582,476 shares, or 1.68% of the share capital; • maximum purchase price and maximum aggregate amount of share purchases: - own shares...

  • Page 253
    ... shares stripped of voting rights. Disclosure thresholds To the best of the Company's knowledge, no shareholders other than Caisse des Dépôts et Consignations and Capital Research & Management Co., listed above, hold, either directly or indirectly, more than 5% of Schneider Electric's capital...

  • Page 254
    ...Profit-based incentive plans and profit-sharing plans The "Schneider Electric" corporate mutual fund Schneider Electric SA has long been committed to developing worldwide employee stock ownership. Employees who are members of the Employee Stock Purchase Plan have an opportunity to purchase new or...

  • Page 255
    ... for vested performance stock grants under plans set up in 2009, 10% of the selling price net of income and other taxes must be reinvested in Schneider Electric SA shares. These obligations are suspended once the shareholding targets described above are met. Description of the stock grant plan The...

  • Page 256
    ...GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA STOCK OPTION AND STOCK GRANT PLANS WITH PERFORMANCE CRITERIA Past option plans Number of beneficiaries Plan date at inception Feb. 5, 2003 433 Plan 21 Number of o/w options at corporate inception officers 2,000,000 150,000 Exercise price (in euros...

  • Page 257
    GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA STOCK OPTION AND STOCK GRANT PLANS WITH PERFORMANCE CRITERIA Details on outstanding options (2010) Total number of shares Exercise that could be price subscribed or Expiry date (in euros) (2) purchased (3) Feb 4, 2011 Feb 4, 2011 May 5, 2012 May 5, 2012...

  • Page 258
    ... PRESENTATION OF SCHNEIDER ELECTRIC SA STOCK OPTION AND STOCK GRANT PLANS WITH PERFORMANCE CRITERIA Past share plans (at December 31, 2010) Plan Plan date Number of Number of Acquisition Holding beneficiaries shares at period period at inception inception 13 2,214 Performance criteria Total...

  • Page 259
    ... OF SCHNEIDER ELECTRIC SA DISCLOSURE OF INFORMATION REQUIRED IN ACCORDANCE WITH ARTICLE L Situation of corporate officers, broken down by plan (at December 31, 2010) (3) (in italics, shares still subject to performance conditions) 1 3 5 7 8 10 Jean-Pascal Tricoire Jean-Pascal Tricoire Jean...

  • Page 260
    7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA STOCK MARKET DATA > 8. • millions of euros Stock market data In France, Schneider Electric is listed on the Eurolist of the Euronext Paris market (compartment A), where it is traded in lots of one under ISIN code FR0000121972. It is part of the ...

  • Page 261
    ...Dec. 31, 2010 Share price in euros Schneider Electric share CAC 40 index (Source: Reuters) Monep Options on Schneider Electric SA shares have been traded on the MONEP market since December 20, 1996. Ordinary bonds The information is disclosed in note 9 of the Company Financial Statements (page...

  • Page 262
    ... the Paris Motor Show, which was the occasion for Schneider Electric to reveal its range of electric vehicle charge ports; • the Architect@Work trade fair at which Schneider Electric displayed its new range of home automation equipment. Shareholder documents In addition to the annual report, the...

  • Page 263
    ... Annual and Extraordinary Shareholders' Meeting 2. Supervisory Board's comments on the Management Board's report, made in accordance with article L. 225-68 of the French Commercial Code 3. Auditors' special reports 4. Resolutions 262 269 270 276 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 261

  • Page 264
    ... by the Shareholders' Meeting. Under the terms of the agreement (described in the report on corporate governance on pages 126 and 127), Mr Jean-Pascal Tricoire: - benefits from the top-hat pension plan for the Group senior executives, the Schneider Electric SA employee benefit plan and the...

  • Page 265
    ... unvested stock options, stock grants and performance stock grants should he leave the Company; • the decision to allow Emmanuel Babeau to join the top-hat pension plan for French senior executives provided for in his service contract with Schneider Electric Industries SAS. The plan is presented...

  • Page 266
    ... of the Supervisory Board: Division by two of the par value of the Company's shares The Schneider Electric SA share price is currently one of the highest of the CAC 40 index, thereby potentially dissuading individual or employee shareholders from investing in the Company's share. We therefore...

  • Page 267
    ... for existing shareholders. This authorisation may be used to issue shares of the Company on conversion, redemption, exchange or exercise of share equivalents issued by Schneider Electric SA's direct or indirect subsidiaries with the Management Board's agreement. The issued share capital may be...

  • Page 268
    ... Management Board to grant shares without consideration to the officers and employees of Schneider Electric SA and its subsidiaries and affiliates, as defined in article L. 225-197-2 of the French Commercial Code. a positive growth differential for Group revenues related to worldwide GDP as part...

  • Page 269
    ... • the annual number of shares granted, pursuant to this authorisation, to members of the Management Board may not represent more than 0.03% of the Company's issued capital; on employees' behalf. The 2010 worldwide employee stock purchase program offered a choice between a non-leveraged plan and...

  • Page 270
    ...' MEETING MANAGEMENT BOARD'S REPORT TO THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING Authorisation given to the Management Board to cancel, where applicable, company shares purchased in accordance with the conditions determined by the Shareholders' Meeting, up to a maximum of 10% of capital...

  • Page 271
    ... Group's strategy focused on energy efficiency, developing solutions, strong presence in the new economies, a new customer-driven organisation and committed and capable teams. The Supervisory Board salutes the hard work and commitment of the entire corporate community in achieving this performance...

  • Page 272
    ... the financial statements for the year ended December 31, 2010 To the Shareholders, In our capacity as Statutory Auditors of Schneider Electric SA, we present below our report on regulated agreements. Our responsibility is to report to you, based on the information provided, on the main terms and...

  • Page 273
    ... Equal to 50%: 75% of the maximum compensation will be paid; • Equal to 100%: 100% of the maximum compensation will be paid; Benefit from the top-hat pension plan for Schneider Electric senior executives granted to Mr. Emmanuel Babeau. The Supervisory Board, at its meetings held on April 23, 2009...

  • Page 274
    ...) To the Shareholders, In our capacity as Statutory Auditors of Schneider Electric SA and pursuant to articles L.225-177 and R.225-144 of the French Commercial Code, we have established this report on the attribution of stock options to corporate officers and employees from the company an its...

  • Page 275
    ... French Commercial Code, we present our report on the proposal to authorise the Management Board to issue shares or share equivalents, on one or several occasions, to employees who are members of an Employee Stock Purchase Plan set up by French or foreign related companies, without shareholders' pre...

  • Page 276
    ... Commercial Code in the event of a share capital reduction through cancellation of purchased shares, we have prepared this report in order to present you with our assessment of the reasons for and conditions of the planned capital reduction. You are asked to grant the Management Board full powers...

  • Page 277
    ... it being understood that these securities may be issued to exchange for the securities that would be contributed to the company under a share exchange offer on securities meeting the terms and conditions set forth in Article L. 225-148 of the French commercial code (18th resolution), - issuance on...

  • Page 278
    ... be distributed. Dividend payments for the last three years were as follows: Second resolution (Approval of 2010 consolidated financial statements) The Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, having heard the reports of the Management...

  • Page 279
    ... in 2015 to approve the 2014 financial statements. Tenth resolution (Authorisation to trade in the Company's shares: maximum purchase price EUR150) The Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, having heard the report of the Management...

  • Page 280
    ... in dividing the shares' par value shall be borne by the Company. The Shareholders' Meeting gives full powers to the Management Board, including the powers of delegation as provided for by law, to establish the date on which the division will come into effect, which will take place after June 2011...

  • Page 281
    ..., to place all or part of the unsubscribed securities by means of public offerings or private placement as provided for by Article 411.2 of the French Monetary and Financial Code; • decides that this authorisation is given for a period of 26 months from the date of this Shareholders' Meeting...

  • Page 282
    ...access to the Company's capital, options to subscribe to existing shares or purchase new shares, or free or performance shares, shall not exceed the amount of the above mentioned reserves, share premium or profit existing at the time of each applicable share capital increase. The limit to which the...

  • Page 283
    ... applicable, be used in payment for shares of another company tendered to a public exchange offer in accordance with article L. 225-148 of the French Commercial Code. Similarly, based on the Statutory Auditor's report, the Shareholders' Meeting authorises the Management Board for the same period of...

  • Page 284
    ... designate from among the employees and corporate officers of the Company and the companies or groups linked to it, under the conditions referred to Article L. 225-180 of the French Commercial Code, options granting access to the subscription of new Schneider Electric SA shares or to the purchase...

  • Page 285
    ... that the shares granted annually to members of the Management Board pursuant to this authorisation may not represent a percentage higher than 0.03% of Company capital at the date of this meeting; - set the conditions under which the price and number of shares to be subscribed or purchased may be...

  • Page 286
    ...to set the maximum discount offered under the company savings plan at 20% of the average opening or closing prices of the Company share on the regulated NYSE Euronext market in Paris during the twenty trading days preceding the date of the decision by the Management Board setting the opening date of...

  • Page 287
    ... setting the issue price, dates, times, terms and conditions of subscription, payment, delivery and possession of shares and securities, within legal or regulatory limits, • the difference between the purchase price of the shares and their par value will be deducted from the issue premium and, if...

  • Page 288
    8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING RESOLUTIONS 286 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 289
    ... consolidated group at December 31, 2010. To the best of my knowledge, the business review presents fairly the changes in business, results and financial position of the company and the consolidated group, as well as a description of their principal risks and contingencies. I obtained a statement...

  • Page 290
    ...REGISTRATION DOCUMENT AND AUDIT OF THE ACCOUNTS responsible for the audit > Persons of the financial statements Date appointed Statutory Auditors Ernst & Young ...Company of Versailles. Appointment expires 1992 2016 2004 2010 2010 2016 2016 2016 288 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 291
    ...' Annual Meeting (Paris) Dividend ex-date Financial releases February 17, 2011 April 20, 2011 July 29, 2011 October 20, 2011 2010 Annual Results Q1 2011 Sales Half Year Results Q3 2011 Sales Investors Relations: Carina Ho Tél. +33 (0)1 41 39 60 84 Fax +33 (0)1 41 29 71 42 Press Contact...

  • Page 292
    Schneider Electric SA Headquarters: 35, rue Joseph Monier - CS 30323 F-92506 Rueil-Malmaison Cedex (France) Tel: +33 (0)1 41 29 70 00 Fax: +33 (0)1 41 29 71 00 www.schneider-electric.com Incorporated in France, governed by a Management Board and Supervisory Board, with issued capital of EUR2,175,672...