Schneider Electric 2011 Annual Report Download

Download and view the complete annual report

Please find the complete 2011 Schneider Electric annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 280

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219
  • 220
  • 221
  • 222
  • 223
  • 224
  • 225
  • 226
  • 227
  • 228
  • 229
  • 230
  • 231
  • 232
  • 233
  • 234
  • 235
  • 236
  • 237
  • 238
  • 239
  • 240
  • 241
  • 242
  • 243
  • 244
  • 245
  • 246
  • 247
  • 248
  • 249
  • 250
  • 251
  • 252
  • 253
  • 254
  • 255
  • 256
  • 257
  • 258
  • 259
  • 260
  • 261
  • 262
  • 263
  • 264
  • 265
  • 266
  • 267
  • 268
  • 269
  • 270
  • 271
  • 272
  • 273
  • 274
  • 275
  • 276
  • 277
  • 278
  • 279
  • 280

Registration Document
Schneider Electric SA
Registration Document 2011
Financial and Sustainable Development Annual Report
In Bangladesh, in the village of Saharial, 40 kilometers away
from the capital city Dhaka, Schneider Electric is partnering
with Grameen Shakti to provide families with reliable,
affordable, and clean energy. It is part of our worldwide
effort to help people make the most of their energy.

Table of contents

  • Page 1
    Registration Document 2011 Financial and Sustainable Development Annual Report Registration Document Schneider Electric SA In Bangladesh, in the village of Saharial, 40 kilometers away from the capital city Dhaka, Schneider Electric is partnering with Grameen Shakti to provide families with ...

  • Page 2
    ... 9. Regulated Agreements 10. Internal control and risk management** 11. Application of the AFEP/MEDEF corporate governance guidelines** General information on the Company 240 Shareholders' rights and obligations 241 Capital 243 Ownership structure 247 Employee profit-sharing, stock ownership...

  • Page 3
    Financial and Sustainable Developement Annual Report Registration Document 2011 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 www.schneider-...

  • Page 4
    ..., proved once again our pricing power, the ï¬,exibility and reactivity of our supply chain, the resilience of our cash generation, while developing our Solution business in an aggressive but controlled manner. 2011 performance allows us to propose to our shareholders a dividend of EUR1.70, which...

  • Page 5
    ... advantage in new economies and create new opportunities in mature markets. Connect People will create a culture and an environment of development and performance through training, diversity, cross-business mobility, empowerment and increased engagement in corporate social responsibility. Connect...

  • Page 6
    ... Board would like to once again express its confidence in the teams that are responsible for the implementation of our new Company program, Connect. We fully support this program, which should be another major milestone in Schneider Electric's development. 4 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 7
    ... by Schneider Electric. We will therefore offer a dividend of EUR1.70 per share to our shareholders, fully paid in cash. What are your ambitions for Connect, the new company program? We have just launched Connect which was successively presented to our teams, our shareholders and investors and...

  • Page 8
    ... Rondolat Executive Vice-President, Power Asia Pacific * Member of the Management Board. ** President and CEO, Custom Sensors & Technologies Inc. *** Europe, Middle East, Africa and South America. 14 Laurent Vernerey Executive Vice-President, IT 6 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 9
    ... Sénéquier* President and CEO of AXA Private Equity Claude Briquet Member of the Supervisory Board for the "Schneider FranceGermany" Mutual Fund G. Richard Thoman* Managing Partner of Corporate Perspectives and University Professor Xavier Fontanet* Corporate Director Serge Weinberg* Chairman...

  • Page 10
    ... 19.6 Schneider Electric achieved record high sales despite a difficult economic environment in 2011. Sales were up 8.3% on a like-forlike basis and up 14% on a current structure and exchange rate basis. All the Group's businesses contributed to growth, driven in particular by IT and Industry. From...

  • Page 11
    ...half was at an alltime high, reaching EUR1,665 million, achieved by a strict working capital control, in particular a full re-absorption of the excess safety stock built up in the first half due to the supply chain disruption post the natural disaster in Japan. Full year free cash ï¬,ow ended up at...

  • Page 12
    ...payment on May 16, 2012. Ownership structure on December 31, 2011 3.7% CDC Group 4.6% Employees 9.4% Capital Research & Management Compagny (1) 1.7% Treasury shares 80.6% Public (1) To the best knowledge of the Company. Share price against CAC 40 index over five years Schneider Electric share...

  • Page 13
    ... increase its solutions execution capabilities from server rooms to extra large data centres. On March 31, 2011, Schneider Electric announced the signature of an agreement to acquire from Smartlink Network Systems Ltd. the assets of the Indian company Digilink business, one of the leading structured...

  • Page 14
    ... contract to supply the electrical installation for the future Queensland Curtis liquefied natural gas LNG Project being built by US-based construction contractor Bechtel. On April 27, 2011, Schneider Electric announced a project with North Carolina State University (USA) to improve energy ef...

  • Page 15
    ... in 2012 and Solar Decathlon China in 2013. Created in 2002 by the U.S. Department of Energy (DoE), the Solar Decathlon competition challenges students from leading universities worldwide to design, build and operate energy-efficient solar-powered houses. On December 7, 2011, Schneider Electric...

  • Page 16
    2011 IN BRIEF 14 DOCUMENT DE RÉFÉRENCE 2011 SCHNEIDER ELECTRIC

  • Page 17
    1 Description of the Group, and its strategy, markets and businesses 1. Global specialist in energy management 2. Leader in an industry of the future 3. R&D Strategy 4. Organisational simplicity and efficiency 5. Risk factors 16 21 26 31 34 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 15

  • Page 18
    ... products, systems, services, software and solutions in order to make energy safe, reliable, efficient, productive and green. As a global specialist in energy management, with operations in over 100 countries, the Group enjoys leadership positions in Utilities and Infrastructure, Machine Industry...

  • Page 19
    ... 1.4 A new geographical balance In order to guarantee its sustainable growth strategy, Schneider Electric already has a significant presence in these new economies, holding strong positions in Asia (ex Japan), Africa, the Middle East, Latin America and Mexico, Eastern Europe and Russia. The Group...

  • Page 20
    ... Areva T&D's distribution activities to create a new activity: Energy. At the same time, Schneider Electric was developing its operations in mature countries, notably with the acquisition in December 2010 of two pioneering French companies working in the area of building management software: Vizelia...

  • Page 21
    ... businesses. This includes developing installed base and energy management services, capturing the smart grid opportunity while investing in new businesses in areas such as electric vehicle charging infrastructure, home automation and carbon management. With this initiative, the Group aims to create...

  • Page 22
    ... Products growth, at a rate of GDP + 1 to 3 points. ** ROCE is defined as: ajusted EBITA after tax/Average Capital Employed. Capital Employed is defined as: shareholders' equity + Net financial debt+Adjustment for associates and financial arrets. Closing of the One company programme (2009-2011...

  • Page 23
    ... and control of one or several sites. Utilities and Infrastructures: ensuring efficiency, reliability and responsiveness Schneider Electric's main customers in this market are energy operators, water utilities, oil, gas and transportation infrastructures, as well as municipalities. The global...

  • Page 24
    ... departments, and represent a high-potential market thanks to the growing digitalisation of professional and personal activities. systems); • secure energy: • access control and security systems; • electric vehicles charging infrastructures. 22 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 25
    ...UPS, server cabinets, network power control, InRow Cooling Systems; • Building, which facilitates energy efficiency in industrial or commercial buildings through automation and security systems: programmable regulators, centralised building management systems, camera sensors, security monitoring...

  • Page 26
    ... chains such as Home Depot and Lowes in the US, Kingfisher in the UK and Saint Gobain Distribution in France. In addition, the Group uses specialist distribution channels for highly technical products such as automation solutions and industrial software, as well as for Pelco-brand access control...

  • Page 27
    ... Schneider Electric products, systems and services in power generation (electricity for renewable energy production, power plant equipment, automation and control), transmission (quality control and metering), distribution (medium and low voltage networks) and management (pre-payment meters, related...

  • Page 28
    ...process optimisation and environmental reporting needs of companies (shop ï¬,oor to top ï¬,oor). StruxureWare combines Schneider Electric's traditional control solutions with complementary solutions coming from recent acquisitions for energy optimisation and resources and new developments management...

  • Page 29
    ... by the new components of StruxureWare, can be extended to other Schneider Electric product/solution portfolio domains. Ambitious programmes were initiated in 2011 to create shared platforms in the embedded control domain and the SCADA (control and monitoring systems) or in the user interface domain...

  • Page 30
    ... companies. 3.4 Human capital • structuring of critical domain expertise; • and implementation in the Group's R&D programmes. The main force behind Schneider Electric R&D is its global network of 11,000 employees who are directly involved in research and development or technical engineering...

  • Page 31
    ... and innovation opportunities at a very early stage. In 2000 Schneider Electric created an investment structure called Schneider Electric Ventures to invest in high-tech startups whose innovations fit with the Group's future development. Focus areas include energy, communication, automation and the...

  • Page 32
    ... E2B (Public-Private Partnership on Energy-Efficient Buildings). The two main business clusters include Minalogic, specialised in microtechnologies, nanotechnologies and embedded software and Tenerrdis, which focuses on new energy technologies and renewable energies. 30 2011 REGISTRATION DOCUMENT...

  • Page 33
    ... building close customer relationships and acquiring a detailed understanding of end users' needs. This shift towards solutions is a major focus of the One company program. Each of the five businesses manages its R&D, Marketing and Sales teams and has responsibility for its global results. A number...

  • Page 34
    ... and supply chain operations, areas of shared services or expertise (such as finance or human resources), information systems and certain marketing functions (e.g. web services) are now included within the Group's Global Functions. Over the course of 2011, these various Global Functions...

  • Page 35
    ...Schneider Electric maximise economies of scale and optimise profitability and service quality. Drawing on its global scope, the Group has re-balanced and optimised its manufacturing and supply chain resources. The Group launched a new stage in its industrial deployment in 2010. As part of the Group...

  • Page 36
    ... production processes, promote eco-design, integrate customer expectations into the Group's environmental protection approach and raise awareness among all employees and partners about environmental protection and energy efficiency. In order to limit risks related to the environment generally...

  • Page 37
    ...ï¬,ows are based on Group management's economic assumptions and operating forecasts. The discount rate corresponds to Schneider Electric's weighted average cost of capital (WACC) at the measurement date plus a risk premium depending on the region in question (local risk-free rate), the nature of the...

  • Page 38
    ... 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 39
    ... structures have been set up to manage relations with service providers responsible for outsourced IT systems operations. Problems may also be encountered during the deployment of new applications or software. In particular, in the last few years, the Group has developed an information system...

  • Page 40
    ... types of guarantees to limit the risk of losses on trade accounts receivable. Liquidity risk Liquidity is provided by the Group's cash and cash equivalents and commercial paper programs. These programs are backed by undrawn confirmed lines of credit. At December 31, 2011, the Group had access...

  • Page 41
    ... costs. Schneider Electric, in addition to other sector companies, has been involved in legal proceedings initiated by the European Commission with regard to an alleged agreement concerning gas insulated switchgears (GIS), and this was because of two former subsidiaries operating in the high voltage...

  • Page 42
    ...critical industrial sites by an independent prevention company, self-evaluation of risks for the other Group sites; • organising and deploying business continuity plans and crisis management resources, notably for health risks such as pandemics, technical and political risks and natural disasters...

  • Page 43
    ... reinsurance company each year. The cost of self-insured claims is not material at the Group level. Cost of insurance programs The cost of the Group's main insurance plans, excluding captive reinsurance, totalled around EUR21 million in 2011. 1 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 41

  • Page 44
    1 DESCRIPTION OF THE GROUP, AND ITS STRATEGY, MARKETS AND BUSINESSES RISK FACTORS 42 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 45
    2 Sustainable development 1. Sustainable development at the heart of our strategy 2. Green and responsible growth driving economic performance 3. Schneider Electric's Commitment to Environmental Performance 4. Committed to and on behalf of employees 5. Schneider Electric, a responsible corporate ...

  • Page 46
    ... (access to energy program, Foundation emergency relief programs), the right to education and training (training program for the poorest populations, integration program in France), local economic development (social investment funds, entrepreneurship support). Schneider Electric works to share this...

  • Page 47
    ... DEVELOPMENT AT THE HEART OF OUR STRATEGY Open dialogue with stakeholders Stakeholder Customers Dialogue Department Quality, Customer Satisfaction, Eco-design, Energy Efficiency & Solutions • Quarterly customer satisfaction surveys • Online publication of environmental information on products...

  • Page 48
    ... Training Access to energy Local development 9. 10. 11. 12. 10% annual decrease in the frequency rate of occupational accidents 14 points increase in the company's employee recommendation score 2,000 employees trained on energy management solutions 10,000 young people at the Base of the Pyramid...

  • Page 49
    ... to 10 fundamental principles in four areas: human rights, labour, the environment and anti-corruption. In signing the Global Compact in December 2002, Schneider Electric made a public commitment to these universal values. The Group has primarily worked to share this commitment with its partners...

  • Page 50
    ...: diversity, hiring, recruiting, international mobility, training, human capital development, talent identification, total remuneration, social benefits and health and safety. These apply to the Group and are accompanied by global processes. 48 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 51
    ...in local geographies and key global end user segments, where our solution architects are developing the solutions its customers want today and designing the solutions of tomorrow • defining Schneider Electric's sustainable development strategy and rolling out action plans at Group level with the...

  • Page 52
    ... end of 2011 in Durban, South Africa, Schneider Electric took part in many conferences, notably on access to energy, energy efficiency of buildings and on Smart Cities, in collaboration with the United Nations' Environmental Program and the WBCSD. 50 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 53
    ... Excellence Global indices. The evaluations by the leading specialist ratings agencies and by a number of ethical fund managers indicate the Company's performance in its sector. The evaluations and awards underline external recognition of the Group's sustainable development programs. Ethical stock...

  • Page 54
    ...a global specialist in energy management, Schneider Electric's products and solutions help reduce energy use and CO2 emissions. The Group is therefore developing energy efficiency solutions to reduce energy bills by up to 30% for every type of building. The Group's solutions also target other areas...

  • Page 55
    ... Cash Flow After Dividend Payment ¤1,654 million Investments & Development ¤732 million Banl, Loans & Cash ¤1,216 million Share Issues & Sale of Treasury Stock ¤2,873 million Net Financial Investments Debt Repayment ¤500 million Operating costs Cash ï¬,ow after operating expenses Cash...

  • Page 56
    ..., wind and hydroelectric energy. Group teams ensure that these are well-integrated into the electricity grid thanks to our expertise in electrical distribution (low and medium voltage), conversion and energy management. Schneider Electric serves and connects power plants and large buildings to the...

  • Page 57
    ... Electric is developing energy management solutions adapted to grid cycles. Finally, the variety of charging environments, whether public or private, single or collective, requires information and invoicing systems to be put in place for businesses and car service providers. • distribution...

  • Page 58
    ... advantage of allowing the highest-performing suppliers to become a 'Preferred' Group supplier. Adhesion to the Global Compact is a key point in this evaluation. Action plans Schneider Electric's approach to its suppliers in the area of sustainable development centres around three main action plans...

  • Page 59
    ... the framework of its business program 2012-2014, Schneider Electric wants to go even further in its work with suppliers in the areas of sustainable development and social responsibility. One line of action will be to motivate Group suppliers to roll out and monitor progress plans conforming to the...

  • Page 60
    ...person responsible for investigating it. The main players in this process are the Compliance Officers (see "Dedicated teams and organisation"). The system is currently in place on the American continent and implementation is planned for the whole Group, accompanied by an internal communication plan...

  • Page 61
    ...The Group makes an effort to respond to all questions with full transparency. The Governance Committee, presided over by the Executive Vice President for Strategy & Innovation, applies a seven-point progress plan based on the Responsibility & Ethics Dynamics program: 1. identify high level employees...

  • Page 62
    ... of products revenues gained with Green Premium products 3. 2/3 of employees work in ISO 14001 certified sites 2011 - 161,933 63.7% â-² 70.4% â-² 2010 - 110,156 26.1% 69.0% 2009 - 44,089 2.6% 63.7% 2008 0 58.8% NM = indicator not monitored. The 2008 performance serves as a starting value for...

  • Page 63
    ... Global Supply Chain Management changed from a corporate only leadership to a regional organisation (North America, Asia-Pacific, Europe-Middle East, Africa and South America). Three SERE (Safety, Environment, Real Estate) directors were appointed: each one is responsible for implementing the Group...

  • Page 64
    ... member in charge of Global Supply Chain. In 2011, Schneider Electric worked on defining its new carbon emission reduction targets for the 2012-2014 period within the scope of the next Company Program. The Group's approach is based on measuring, controlling and reducing CO2 emissions, starting with...

  • Page 65
    ...total savings of EUR 17,000 between April and August 2011. Energy Action in North America: the Smyrna site (Tennessee), which manufactures medium voltage switchgears and is the technical design centre for electrical distribution equipment, installed a 1 MW solar photovoltaic energy generating system...

  • Page 66
    ... of this work, 2011 ended with the decision to include a freight-linked CO2 emissions reduction target of 10% within the new Company Program for the period 2012-2014. • roll out of a Green IT electronic training module to all IT personnel; • continuation of a global server virtualization plan...

  • Page 67
    ...developments in regulations all over the world and Schneider Electric is able to offer products which comply with the RoHS directives on all its markets (China, South Korea, Japan, etc.). The REACH program, started in 2008, aims to: • reduce end of working-life installation costs for the customer...

  • Page 68
    ...% of revenue taken for the RoHS compliant offers and with the REACH information available, Schneider Electric's target was to consolidate this in 2011 with almost 64% of global product sales made through Green Premium offers, based on 2008 sales. The Check a Product website was checked worldwide on...

  • Page 69
    ... of the One company program, the overall ecoproduction approach allowed the Group to reduce its per capita consumption of water by 6.8% by the end of 2011 in relation to 2010 on a like-for-like basis. Water is not generally a critical resource in Schneider Electric's industrial processes. Water is...

  • Page 70
    .... Life cycle analyses and recyclability assessments also help the Group identify areas for improvement. For more information on the Schneider Electric global action plan relating to PEP and to end-of-life instructions, see the Green Premium chapter on page 64. Also see the Green Plastic program on...

  • Page 71
    ... the analysis was completed at the end of 2012. All of the Group's industrial sites, which are ISO 14001 certified, have procedures in place to prevent emergencies and respond effectively if necessary. Preventive and corrective action plans are 2 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 69

  • Page 72
    ...placed on communicating the Group's broad strategic plans to the employees in order to enhance individual participation; • training is also a priority so that employees have the opportunity to adapt to developments within the Company. Schneider Electric encourages each employee to actively manage...

  • Page 73
    ...the Group focused on building the new organisation. In 2011, the scope has increased to include global standardisation of best practices. Approach Schneider Electric values the health and safety of all employees. The company-wide policy on health and safety states "All our employees and contractors...

  • Page 74
    ...the knowledge base to work safely. Schneider Electric also communicates workplace hazards, practices to protect employees from hazards, best practices found in various locations globally, progress on health and safety goals and objectives, and management commitment to employee safety. The process of...

  • Page 75
    ... viable solutions of energy management in five key areas of a city: residential areas, universities, trade, water and hospitals. The best proposals will reconcile increased demand for energy, social progress and environmental protection. Employer Value Proposition After launch in 2008 as part of...

  • Page 76
    ... training investment (Education). The Group's aim is to give all employees the opportunity to draw up a personalised skills and career development plan in collaboration with their managers with career and competencies reviews. Leadership Development Schneider Electric University Schneider Electric...

  • Page 77
    ... skills such as project management, design & testing, R&D processes, software tools, etc. The Group is also increasingly focusing on building learning offers around software development competencies. More than 3,000 R&D employees have been trained in 2011 on the 130 training offers structured around...

  • Page 78
    ... the place of equal employment opportunity in HR management practices. Action plans Several global processes have been developed to support Schneider Electric's diversity policy: Agreements in France In 2004, Schneider Electric France formalised its commitments to equal employment opportunity in...

  • Page 79
    ... their management teams; • On-line training program dedicated to the promotion of diversity, launched globally in 2009. 2 Gender balance In its diversity policy, Schneider Electric lays particular emphasis on equal career management for men and women as the best means to develop the values and...

  • Page 80
    ...2,137 of the employees to take part in social welfare projects in France and abroad developed as part of the BipBop program (EUR 2 million in 2010 and 1,500 employees). Action plans Employee share ownership plan 2011 Schneider Electric has ramped up its in-house communication to employees to ensure...

  • Page 81
    ... taken into consideration by our social reporting system: each year, local HR report the presence of trade unions, works councils and health & safety committees (see page103). In 2011, 85% of Schneider Electric entities have at least one representative organization (figure based on more than 80% of...

  • Page 82
    ... are reviewed. In 2011, Schneider Electric negotiated salary agreements in all the manufacturing and distribution facilities as well as benefits in five manufacturing plants. across India. Only 3 factories have Registered Trade Union, namely Infrastructure Business at Naini, Global Suply Chain...

  • Page 83
    ... Pyramid to gain access to electricity. • Business (Investment) - manage an investment fund for business development in the electricity sector; • Innovation (Economic and Offers and Models) - build and deliver electricity distribution solutions for disadvantaged groups; • People (Training...

  • Page 84
    ... Director based in Bangalore (India); • a Welfare Investment Director, who manages the Schneider Electric Energy Access social welfare fund; • a Training Programs Director; • BipBop correspondents in key countries (India, Senegal, Nigeria, South Africa, Brazil, etc.). Rollout BipBop operates...

  • Page 85
    .... This socially welfare investment structure, designed by Schneider Electric to promote responsible development, constitutes a response to the new French legislation on employee savings plans. In 2011, 2,137 Group employees in France showed their interest in the BipBop program by investing a little...

  • Page 86
    ... • Nice International. A company that manages networks of internet cafes using solar power systems. These internet access points allow users to access training, communication and information means. The SEEA investment alongside FMO (Dutch development aid funds) and Rabobank investments will allow...

  • Page 87
    ... a review process based on administrative and financial data by the Schneider Electric Foundation and by Fondation de France before funds are released. With an annual budget of EUR 4 million, the Foundation works to support its partnerships through Schneider Electric entities in which employees are...

  • Page 88
    ... supported and developed by local partners focus on construction projects, reconstruction and rehabilitation of the technical training centres for energy management professions. This is the part of the program which mobilises the essential available resources. The Schneider Electric Foundation...

  • Page 89
    ... employee donations to the organisations of their choice. In 2011, the Company matched 2,791 donations in North America (compared with 2,578 in 2010 and 2,674 in 2009); • Pelco by Schneider Electric, the Group entity specialised in building security and video surveillance, is developing a program...

  • Page 90
    ...15 years, Schneider Electric has supported employee projects in France to create businesses or buy going concerns through Schneider Initiatives Emploi (SIE), a dedicated structure demonstrating the Group's commitment to its mobility, employment and regional economic development responsibilities. SIE...

  • Page 91
    ..."sensitive urban areas" (ZUS) and who are motivated to take part in a job opportunity program. The objective: to open the door to lasting employment by offering personalised qualification pathways with the help of many companies brought together and led by the pilot companies (Schneider Electric in...

  • Page 92
    ...: International Energy Agency - IEA); • Energy/CO2 ratios of the IEA. Figures are taken for the One business program period from 2009 to 2011. These conversion factors can be global (gas, fuel, diesel) or national (electricity, urban heating). 90 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 93
    ... at the base of the pyramid taken into account by this indicator are those that have incomes under USD3,000 per annum in purchasing power parity. The indicator measures the sales of prepayment meters sold by Conlog, a subsidiary of Schneider Electric, to electrical distribution companies in Africa...

  • Page 94
    ... energy management professions Young adults from the base of the pyramid taken into account by this indicator are those that come from a household with an income under USD 3,000 per annum in purchasing power parity. The indicator counts students undergoing training by Schneider Electric (supplying...

  • Page 95
    ... part-time employees, absenteeism and grounds Remuneration and development, social charges, application of the provisions of Title IV of Book IV of the French Labour Code, gender equality Professional relations and statement of collective agreements Health and safety conditions Training Employment...

  • Page 96
    ... requirement of listed and non-listed French companies to give an account of the social and environmental management of their business in their annual report. Although its implementing order was not published when this current report was being drafted, Schneider Electric had prepared a response. The...

  • Page 97
    SUSTAINABLE DEVELOPMENT METHODOLOGY AND AUDIT OF INDICATORS 2° Environmental information a) General environmental policy Organisation of the company to take into account environmental questions and, when necessary, environmental evaluation or certification approaches Employee training and ...

  • Page 98
    ..., safety, Human Resources and Planet & Society Barometer indicators To the Shareholders, Further to your request and as statutory auditors of Schneider Electric, we have performed a review allowing us to express limited assurance that the 29 indicators regarding environment, safety, human resources...

  • Page 99
    ... all material respects, in accordance with the Guidelines. Paris La Défense, March 20, 2012 French original signed by The Statutory Auditors Ernst & Young Ernst & Young et Autres Yvon SALAÜN Environment and Sustainable Development Éric DUVAUD 2 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 97

  • Page 100
    ...compared from one year to another : • one part publishing constant scope indicators; ISO 14001 certification of sites 2011 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 Year...

  • Page 101
    ... reporting sites. According to the 2012 carbon footprint, on the whole scopes 1 and 2 as per the GHG Protocol, the ratio of CO2 emissions/workforce at the Group level is estimated at 4.6. The ratio of CO2 emissions/million of euros of turnover is: 29.1. REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC...

  • Page 102
    ... of workforce by country (the most significant countries) (5) France United States of America China India Mexico Spain Germany Brazil Australia LA1 13% 12% 10% 8% 5% 4% 3% 3% 3% 17% 15% 10% 6% 6% 3% 4% 3% 3% 18% 17% 10% 5% 6% 3% 3% 2% 3% 100 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 103
    ...< 5 years 5/14 years 15/24 years 25/34 years > 34 years LA1 Breakdown of workforce by function Marketing Sales Services and projects** Support Technical Industrial Direct variable costs* (cost of employees under production or business costs) LA1 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC 101

  • Page 104
    ...-Pacific Europe North America Rest of the world Resignations (6) LA2 Breakdown by seniority (2) < 1 year 1/4 years 5/14 years 15/24 years 25/34 years > 34 years 35.8% 41.5% 18.7% 2.7% 0.9% 0.4% 33.8% 45% 18.1% 2.2% 0.7% 0.2% UA UA UA UA UA UA 102 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 105
    ...workforce (France) 2 LA1 Total Breakdown by category White collar Blue collar Dialogue and social relations Dialogue and social relations LA4-6 Sites stating they benefit from employee representation (2) Unions Works Council Health and Safety Committee LA7 Number of collective agreements (2) 52...

  • Page 106
    ... development and training LA10 LA10 Number of training hours (2) Average hours of training per person White collar Blue collar LA10 Breakdown of hours by category (2) White collar Blue collar* LA10 Breakdown of hours by training type (2) Health. safety. environment Technical Languages, IT Management...

  • Page 107
    ...www.environment.schneider-electric.com www.foundation.schneider-electric.com To contact us Email: [email protected] Mail: Schneider Electric Sustainable Development address - 35, rue Joseph Monier, CS 30323-92506 Rueil-Malmaison Cedex, France REGISTRATION DOCUMENT 2011...

  • Page 108
    2 SUSTAINABLE DEVELOPMENT 106 REGISTRATION DOCUMENT 2011 SCHNEIDER ELECTRIC

  • Page 109
    ... 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** 108 116 117 119 121 123 123 124 132 133 141 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 110
    ... Board includes an item on the agenda to review the status of its members, based on a report from the Remunerations, Appointments and Human Resources Committee. Members' directorships and functions in other companies that have business relations with Schneider Electric do not, by their nature...

  • Page 111
    ...; CEO of SAP AG; Non-voting member 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...

  • Page 112
    ... Age: 51 Business address: Schneider Electric Industries SAS Boulevard Salvador Allende - Zone Industrielle - BP 660 -16340 L'Isle d'Espagnac - France 4,302 (1) Schneider Electric SA shares First appointed: 2008/Term ends: 2012 Directorships and other functions First appointed: 2011/Term ends...

  • Page 113
    ...Supervisory Board of Schneider Electric SA; Director of Air Liquide; member of the Supervisory Board of European Financial Reporting Advisory Group "EFRAG" (a Belgian law association); Director of Standard & Poor's Credit Market Services France SAS; Director of Allo Finance; Chairman of the Managing...

  • Page 114
    ... d'Investissement; Director of Icade SA. Nota: in bold type, those companies are listed on a regulated market. * An independent member of the Supervisory Board within the meaning of the AFEP/MEDEF corporate governance code for listed companies. 112 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 115
    ... Holding AG (since renamed OC Oerlikon Corp.). Nota: in bold type, those companies are listed on a regulated market. * An independent member of the Supervisory Board within the meaning of the AFEP/MEDEF corporate governance code for listed companies. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 116
    ... Supervisory Board of Schneider Electric SA; Chairman of the Management Board of AXA Investment Managers Private Equity SA France, Private Equity Europe SA; Chairman of the Supervisory Committee of AXA Private Equity US LLC (USA); Chairman of the Supervisory Board of AXA Private Equity Germany GmbH...

  • Page 117
    ...the Board of Directors of Sanofi since May 2010. * An independent member of the Supervisory Board within the meaning of the AFEP/MEDEF corporate governance code for listed companies. Nota: in bold type, those companies are listed on a regulated market. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 118
    ... obligation of confidentiality; report any and all conï¬,icts of interest; hold at least 250 shares of Company stock; abide by strict rules regarding transactions involving Schneider Electric SA stock (no trading allowed in the 31 days preceding 116 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 119
    ... Senior Management prior to Supervisory Board meetings. New members of the Supervisory Board 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 of the Group designed...

  • Page 120
    ... with market disclosure requirements, notably through an analysis of market consensus and the issuance of press releases. The Supervisory Board carried out the procedures required by law, which include reviewing budgets and business plans. 118 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 121
    ...'s internal control system, the Audit Committee is responsible for preparing the work of the Supervisory Board, making recommendations to the Board and issuing opinions on financial, accounting and risk management issues. Accordingly it: • prepares the Supervisory Board's review of the annual...

  • Page 122
    ...of procedures for the approval of projects, review of tax risks, review of controls on customer risks, review of management process for R&D, review of business acquisition plans, review of Group policy on managing Benefits and the Pension Fund, Meetings in 2011 In 2011, the Audit Committee met six...

  • Page 123
    ..., structure of 2012 remuneration, 2011 targets, and level of achievement of 2010 targets); • the Human Resource strategy and major action plans, including those relating to the talent policy and key skills (high potential, experts, occupations, etc.); • the changes to the top-up pension plan...

  • Page 124
    3 CORPORATE GOVERNANCE MANAGEMENT BOARD MEMBERS President and CEO Mr Jean-Pascal Tricoire Age: 48 Business address: Schneider Electric 35, rue Joseph Monier - 92500 Rueil-Malmaison - France 99,885 (1) Schneider Electric SA shares Member of the Management Board Mr Emmanuel Babeau Age: 44 Business ...

  • Page 125
    ... Board and Management Board Schneider Electric Services International. He receives compensation for these duties. Claude Briquet has a service contract with Schneider Electric Industries SAS. The members of the Supervisory Board and Management Board together hold 0.03% of the Company's capital...

  • Page 126
    ...in terms of operating margin, organic growth, cash generation ratio and customer satisfaction rates; • 70% is based on the performance of the executive's unit (economic targets), as measured on the basis of collective targets (solutions, the Company's social responsibility, people development etc...

  • Page 127
    ...of Directors are covered by pension plans in line with local practices 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...

  • Page 128
    ... Schneider Electric SA to the Schneider Electric Foundation. (5) This sum includes a non-recurring fee of EUR10,000 awarded by the Board to Mr KIM. (6) Mr Mahindra resigned on June 27, 2011. (7) Non-voting member before being appointed as a member of the Supervisory Board at the Annual Shareholders...

  • Page 129
    ... One programme develop the new company programme, balance between Solutions/ Products... Overview of Management Board compensation Summary of remunerations, stock options and shares granted to each corporate officer director for the financial year Jean-Pascal TRICOIRE, President and CEO Remuneration...

  • Page 130
    ...Their type, purchase options (P) or subscriptions options (S) will be determined before the start of the financial year. Plan 33 Performance criteria 100% of options - 2010 and 2011 operating margin and share of revenue generated in new economies 128 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 131
    ... for each corporate officer Number of shares made available during the financial year 10,588 Name Jean-Pascal TRICOIRE Plan no. Plan date Date of availability Conditions of acquisition 1 Dec. 21, 2006 Dec. 21, 2011 50% of shares - 2007 and 2008 operating margin and revenue Benefits received...

  • Page 132
    ... Tricoire as part of his functions as a corporate officer. The Anual Shareholders' Meeting of May 3, 2012 is called upon to approve these (see pages 261-262, 265 and 266). - the Schneider Electric SA and Schneider Electric Industries SAS employee benefit plan, which offers health, disability...

  • Page 133
    ... reï¬,ect two-for-one share split that took place on September 2, 2011. As part of the annual long-term participation schemes: • Allocation of December 2010 for the 2011 financial year * EMEAS = Europe, Middle-East, Africa and South America. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 131

  • Page 134
    ... took place on September 2, 2011. > 9. Regulated Agreements 2011 AXA and Schneider Electric informed the AMF that they had decided not to renew this agreement. It will therefore cease in its effects on the date dictated by the contract, i.e. May 15, 2012. This cancellation has been made public by...

  • Page 135
    ...Internal Audit and 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. Scope of this report The system is designed to cover the Group, defined as the Schneider Electric SA...

  • Page 136
    ... rests on Senior Management, of Global Functions, of Operating Divisions; defined in terms of businesses, geographical location, logistical or industrial responsibility. The Group's corporate governance bodies supervise the development of the internal control and risk management systems. The Audit...

  • Page 137
    ... among the Global Function for innovation and new products. The Human Resources Department is responsible for deploying and ensuring the application of procedures concerning employee development, occupational health and work safety. The Purchasing Department is responsible for establishing...

  • Page 138
    ...list of Key Internal Controls was drawn up in 2008 and is expanded annually. Its 114 items cover: • the control environment (Principles of Responsibility, Delegation of Powers, Separation of Functions, Business Continuity Plans and Retention of Records); 136 2011 REGISTRATION DOCUMENT SCHNEIDER...

  • Page 139
    CORPORATE GOVERNANCE INTERNAL CONTROL AND RISK MANAGEMENT • operating processes (purchases, sales, inventories, etc.); • accounting and financial cycles; • Human Resources, IT, Legal and Tax cycles. The Key Internal Controls are available to all units on the Group intranet, along with ...

  • Page 140
    .... The key processes for carrying out strategy of Schneider Electric are the subject of particular attention so as to ensure coherence with operational results, IT and organisational resources employed including coherence with internal control demands; • for the two-year period 2010 and 2011, the...

  • Page 141
    ... CONTROL AND RISK MANAGEMENT The list of Key Internal Controls continues to grow. In 2011, the Global Functional Department defined Key Internal Controls covering the Bid Creation and Administration process; these controls were self-evaluated by the major Research and Development units. A software...

  • Page 142
    .... These procedures consist mainly in: • obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the Chairman's report is based, and existing...

  • Page 143
    ... respect of the company's internal control and risk management procedures relating to the preparation and processing of accounting and financial information contained in the report prepared by the chairman of the Supervisory Board in accordance with article L. 225-68 of French Commercial Code (Code...

  • Page 144
    142 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 145
    4 Business review 1. Trends in Schneider Electric's core markets 2. Review of the consolidated financial statements 3. Review of the parent company financial statements 4. Review of subsidiaries 5. Outlook 144 146 150 150 150 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 143

  • Page 146
    ... Electric solutions and services are designed to monitor and control system for buildings efficiency. Our solutions integrate access control, video surveillance, HVAC, and lighting control on an open standard systems to maximize buildings efficiency by improving the energy consumption and safety...

  • Page 147
    ...In North America investment is sustained by the shale gas and tar sand development. Schneider Electric has been present in all key O&G geographies and large Oil & Gas companies, as well as major EPC companies, have been Schneider's customer for years. Schneider supplies energy management and control...

  • Page 148
    ... Middle East. The Group will also be able to tap the talent pool and increase its solutions execution capabilities from server rooms to extra large data centres. On March 24, 2011, Schneider Electric announced the signature of an agreement to acquire Summit Energy Services Inc., an American company...

  • Page 149
    ...revenue (7% of Group revenue), totaled EUR1,552 million on December 31, 2011, an increase of 10.7% on an actual basis and 4.8% at constant scope and exchange rates. Solution business is supported by strong advanced and installed base services and also security systems and energy efficiency projects...

  • Page 150
    .... This increase is mainly due to a higher net financial debt. Exchange gains and losses, including the impact of the Group's foreign currency hedges, was a negative effect of EUR40 million in 2011, compared to an income of EUR25 million in 2010. The financial component of pension plan and other...

  • Page 151
    ...Non-current financial assets Non-current financial assets totaled EUR557 million. They mainly comprised listed equity investments (mainly AXA and NVC Lighting shares) for EUR191 million and potential assets linked to acquisitions. Cash and net debt Net cash provided by operating activities before...

  • Page 152
    ...EUR9,738 million at the previous year-end, after taking into account 2011 profit, dividend payments of EUR856 million and share issues in an amount of EUR215 million. All trade payables are due before end-January. Schneider Electric SA proceed to several bond issuances during the year for a total...

  • Page 153
    ... statement of cash flows 3. Consolidated balance sheet 4. Consolidated statement of changes in equity 5. Notes to the consolidated financial statements 6. Statutory Auditors' report on the consolidated financial statements 152 154 156 158 159 217 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 154
    ... and impairment of purchase accounting intangibles Operating income Interest income Interest expense Finance costs, net Other financial income and expense Net financial income/loss Profit before tax Income tax expense Share of profit/(losses) of associates PROFIT FOR THE PERIOD • attributable...

  • Page 155
    ... income for the period, net of tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD Attributable: • to owners of the parent • to non-controlling interests The accompanying notes are an integral part of the consolidated financial statements. 5 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 156
    ...term pension assets Sub-total Total II III - Cash ï¬,ows from financing activities: Issuance of long-term debt Repayment of long-term debt Sale/(purchase) of own shares Increase/(reduction) in other financial debt Issuance of shares Dividends paid: Schneider Electric SA * Non-controlling interests...

  • Page 157
    ... 20 2,554 * Dividends paid in 2010 totalled EUR525 million, of which EUR330 million were returned by shareholders who decided to reinvest their dividend. The accompanying notes are an integral part of the consolidated financial statements. 5 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 155

  • Page 158
    ..., 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 159
    ...760 876 692 1,115 7,875 31,051 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...

  • Page 160
    ... fees and French CVAE. (2) Of which EUR9 million in connection with the employee share purchase plan and a negative EUR19 million for the Areva D PPA adjustment. The accompanying notes are an integral part of the consolidated financial statements. 158 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 161
    ... 197 5 Note 10 Income tax expense Note 11 Goodwill Note 12 Intangible assets Note 13 Property, plant and equipment Note 14 Investments in associates Note 15 Financial assets Note 16 Deferred taxes by type Note 17 Inventories and work in progress 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 159

  • Page 162
    ... corresponds to their fair value. • IFRIC 19 - Extinguishing Financial liabilities with Equity There are no differences in practice between the standards applied by Schneider Electric as of December 31, 2011 and the IFRS issued by the International Accounting Standards Board (IASB), since the...

  • Page 163
    ... costs are expensed in the statement of income when incurred. Systems were set up to track and capitalise development costs in 2004. As a result, only development costs for new products launched since 2004 are capitalised in the IFRS accounts. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 161

  • Page 164
    ... risk premium for the Group's businesses in the countries in question. The useful life of property, plant and equipment used in operating activities, such as production lines, reï¬,ects the related products' estimated life cycles. Useful lives of items of property, plant and equipment are reviewed...

  • Page 165
    .... CST business was included in 2011 within Industry business, of which it shared the same characteristics, for presentation purpose. Infrastructure business (previously named Energy), was created in 2011 in order to combine all Medium Voltage activities including those from Areva Distribution, as...

  • Page 166
    ... at each balance sheet date. As part of its commitment to employee share ownership, Schneider Electric gave its employees the opportunity to purchase shares at a discount (note 21.5). Defined contribution plans Payments made under defined contribution plans are recorded in the income statement, in...

  • Page 167
    ...impact of exchange rate ï¬,uctuations is recorded in equity and recognised in the statement of income when the investment is sold. • 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...

  • Page 168
    ..."treasury stock" method, which consists of taking into account the number of shares that could be purchased, based on the average share price for the year, using the proceeds from the exercise of the rights attached to the options. Merchandise sales Revenue from sales is recognised when the product...

  • Page 169
    ...CONSOLIDATED FINANCIAL STATEMENTS 2.1 - Acquisition of Areva T&D's Distribution business in 2010 In accordance with standard IFRS 3 R, Schneider Electric valued the assets acquired and liabilities assumed at their fair value on the date of acquisition. The final allocation of the acquisition price...

  • Page 170
    ... Financial Services when it relates to solutions integrating the offers of several activities from the Group; The new divisions are organised by business (Power, Infrastructure, Industry, IT, Buildings). The five Businesses are: • Power, which includes the activities of Low Voltage (electrical...

  • Page 171
    ...ease the comparability from previous semester. Due to a change of responsibility, 2011 first quarter revenue of the Power and Building businesses have been modified compared to the data set provided in first quarter 2011 Group revenues release. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 169

  • Page 172
    ..., Middle East, Africa, South America). Non-current assets include net goodwill, net intangible assets and net property, plant and equipment. Dec. 31, 2011 Western Europe Revenue by country market Non-current assets 7,184 7,361 of which France 1,958 1,710 North America 5,208 7,466 of which USA...

  • Page 173
    ... 7 Restructuring costs Restructuring costs totaled EUR145 million over the period. They mainly relate to industrial and support function reorganisations in Europe (approximately EUR99 million) and in North America (approximately EUR14 million). 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 171

  • Page 174
    ... costs Dividends received 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. (40) (45) 9 (1) (37) (114) 2010 25 (49) 9 3 (53) (65) 172 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 175
    ... this option for the French subsidiaries it controls directly or indirectly through Schneider Electric Industries SAS. 10.1 - Analysis of income tax expense 2011 Current taxes France International Total Deferred taxes France International Total INCOME TAX (EXPENSE)/BENEFIT (100) 446 346 (562) 6 49...

  • Page 176
    ... that occurred in 2011. Square D goodwill was allocated to each business in proportion to operating income: Power Square D Company 82% Industry 18% 11.2 - Movements during the year The main movements during the year are summarised as follows: 2011 Net goodwill at opening Acquisitions* Disposals...

  • Page 177
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 12 Intangible assets 12.1 - Change in intangible assets Development Software projects (R&D) 724 15 (8) 20 20 29 800 25 (30) 4 4 24 827 842 197 (10) 39 8 9 1,085 217 (19) 21 (16) 4 1,292 Trademarks GROSS VALUE Dec...

  • Page 178
    ... FINANCIAL STATEMENTS 12.2 - Trademarks At December 31, 2011, the main trademarks recognised were as follows: Dec. 31, 2011 APC Pelco Clipsal MGE TAC Juno Digital Other NET 1,406 388 200 167 82 88 54 144 2,529 Dec. 31, 2010 1,382 370 194 167 101 86 50 76 2,426 Brands recognised on acquisition...

  • Page 179
    ... FINANCIAL STATEMENTS Note 13 Property, plant and equipment 13.1 - Change in tangible assets Machinery and equipment 3,208 171 (132) 144 91 196 3,678 168 (105) 21 42 18 3,822 Land GROSS VALUE Dec. 31, 2009 Acquisitions Disposals Translation adjustments Reclassification Changes in scope...

  • Page 180
    ... Dec. 31, 2010 118 1 (4) 115 Minimum payments Less than one year Between one and five years Five years and more TOTAL COMMITMENTS Discounting effect Discounted minimum payments 96 250 108 454 (50) 404 Discounted minimum payments 93 226 85 404 178 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 181
    ...SALE FINANCIAL ASSETS (1) Companies purchased in 2011. (2) Removed from the scope of consolidation - in liquidation. (3) Gross unit value of less than EUR5 million. The fair value of investments quoted in an active market corresponds to the price on the balance sheet date. The revaluation of listed...

  • Page 182
    5 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 16 Deferred taxes by type Deferred taxes by type can be analysed as follows: Dec. 31, 2011 Deferred tax assets Tax credits and tax loss carryforwards Provisions for pensions and other post-retirement benefit ...

  • Page 183
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 18 Trade accounts receivable Dec. 31, 2011 Accounts receivable Notes receivable Advances to suppliers Accounts receivable at cost Impairment Accounts receivable, net Of which: On time Less than one month past due...

  • Page 184
    ... shares outstanding. Schneider Electric's capital management strategy is designed to: • ensure Group liquidity; • optimise its financial structure; • optimise the weighted average cost of capital. The strategy must also ensure the Group has access to different capital markets under the best...

  • Page 185
    ...In 2010, the Group paid out the 2009 dividend of EUR2.05 per share, for a total of EUR525 million. At the Shareholders' Meeting of May 3, 2012, shareholders will be asked to approve a dividend of EUR1.70 per share for 2011. At December 31, 2011 Schneider Electric SA had distributable reserves in...

  • Page 186
    ... FINANCIAL 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 plans...

  • Page 187
    ... FINANCIAL Stock grants Date of Board meeting Dec. 21, 2006 April 23, 2007 Dec. 19, 2007 Dec. 19, 2007 Jan. 5, 2009 Jan. 5, 2009 Aug. 21, 2009 Dec. 21, 2009 Dec. 21, 2009 Dec. 17, 2010 Dec. 17, 2010 July 26, 2011 July 26, 2011 July 26, 2011 Dec. 16, 2011 Dec. 16, 2011 Plan no. Vesting Date...

  • Page 188
    ...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 1,169,210 shares in 2011. Change in the number of stock grants Number of stock grants at Dec. 31, 2010...

  • Page 189
    ... 20% discount to the reference price of EUR112.21 calculated as the average opening price quoted for the share during the 20 days preceding the Management Board's decision to launch the employee share issue. Altogether, 1.9 million shares were subscribed, increasing the Company's capital by EUR178...

  • Page 190
    ... price (euros): between and Discount: between and Amount subscribed by employees Total amount subscribed Total number of shares subscribed (millions of shares) Valuation assumptions Interest rate available to market participant (bullet loan) (1) Five year risk-free interest rate (euro zone) Annual...

  • Page 191
    ... 2011 Leveraged plans Plan characteristics Maturity (years) Reference price (euros) Subscription price (euros): between and Discount (5): between and Amount subscribed by employees Total amount subscribed Total number of shares subscribed (millions of shares) Valuation assumptions Interest rate...

  • Page 192
    ... TO THE CONSOLIDATED FINANCIAL 21.6 - Schneider Electric SA shares At December 31, 2011, the Group held 9,164,952 Schneider Electric shares in treasury stock, which have been recorded as a deduction from retained earnings. 21.7 - Tax on equity Total income tax recorded in Equity amounts to EUR329...

  • Page 193
    ... 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. They also include top...

  • Page 194
    ... (effect of discounting) Expected return on plan assets Past service cost Curtailments and settlements NET COST RECOGNIZED IN THE STATEMENT OF INCOME 41 110 (86) 1 4 70 2 53 (56) 4 3 43 109 (82) (7) 63 Dec. 31, 2010 Of which SE USA 2 56 (56) 2 192 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 195
    CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL Dec. 31, 2011 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' contributions Benefits paid ...

  • Page 196
    ...(22) Dec. 31, 2010 7 22 (4) 25 Amortisation of actuarial gains and losses concerns long-term benefits for active employees, notably long service awards in France. In 2011, healthcare plan curtailment in the US decreased the benefit obligation. 194 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 197
    ... benefits for active employees, notably long service awards in France, for which all actuarial gains and losses are recognised in the income statement. Actuarial gains and losses stem from changes in actuarial assumptions (primarily discount rates). At December 31, 2011, actuarial losses relative...

  • Page 198
    ...: the Group funds provisions on a statistical basis for the residual cost of Schneider Electric product warranties not covered by insurance; • provisions for disputes over defective products; • provisions to cover disputes related to recalls of clearly identified products. (b) Customer risks...

  • Page 199
    ... by maturity Dec.31, 2011 Nominal 2011 2012 2013 2014 2015 2016 2017 and beyond TOTAL 1,110 1,181 1,158 998 792 2,798 8,037 285 256 187 133 120 171 1,152 46 27 5 7 85 5 Dec.31, 2010 Nominal 1,115 104 1,085 767 980 546 1,528 6,125 Interests Swaps 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 197

  • Page 200
    ... 2016 August 2017 July 2018 January 2019 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 were not yet due as of December 31, 2011 were as follows: • EUR250 million worth of bonds issued...

  • Page 201
    ... bonds are traded on the Luxembourg stock exchange. The issue premium and issue costs are amortised according to the effective interest method. Note 25 Other non-current liabilities Dec. 31, 2011 Debt related to 2010 acquisitions* Electroshield TM Samara acquisition debt Debt on Luminous valuation...

  • Page 202
    ...over the period IFRS designation Foreign exchange Futures - cash ï¬,ow hedges Futures - net investment hedges Futures - hedges of balance sheet items Metal prices Futures and options Share-based payment Call options Interest rates Swaps on credit lines DERIVATIVES FINANCIAL INSTRUMENTS CFH*/FVH* (24...

  • Page 203
    ... are mainly related to the following currencies: USD, DKK, BRL, JPY and CAD. 26.3 - Impact of financial instruments Impact on Equity Fair value (60) (73) (133) 5 Impact on financial income and expense 6 30 (331) (38) (333) Dec. 31, 2011 Available-for-sale financial assets Loans and accounts...

  • Page 204
    ... long-term debt TOTAL NON-CURRENT LIABILITIES Current liabilities Trade accounts payable Other Short-term debt TOTAL CURRENT LIABILITIES 4,094 292 1,110 5,496 4,094 292 1,110 5,496 4,094 25 1,110 5,229 267 267 6,927 6,927 7,248 7,248 7,248 7,248 - 202 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 205
    ...3 105 105 Total 296 (185) 634 745 Dec. 31, 2010 Level 1 Available-for-sale financial assets Net derivative instruments Marketable securities NET ASSETS AT FAIR VALUE 135 1,825 1,960 Level 2 (67) (67) Level 3 275 275 Total 410 (67) 1,825 2,168 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 203

  • Page 206
    ...* North America Asia-Pacific * Europe, Middle-East, Africa, South America. The increase in the average number of employees is primarily linked to the 2011 acquisitions. 27.2 - Employee benefits expense 2011 Payroll costs Profit-sharing and incentive bonuses Stock options WESOP EMPLOYEE BENEFITS...

  • Page 207
    ... calendar and based on the number of users connected worldwide as the system is deployed. 5 Note 30 Subsequent events On February 13, 2012, we received notice that a tax litigation in Spain was settled in favor of Schneider Electric for an amount of EUR20 million excluding late payment interests...

  • Page 208
    ...91% Mazars 7,057 100 6,957 % 93% TOTAL 16,979 Audit Statutory auditing o/w Schneider Electric SA o/w subsidiaries Related services o/w Schneider Electric SA o/w subsidiaries Audit sub-total Other services Legal, tax TOTAL FEES 7% 506 506 7% 1,294 98% 2% 100% 7,563 0 7,563 100% 0% 100% 18...

  • Page 209
    ... main companies included in the Schneider Electric Group scope of consolidation are listed below. % interest Dec. 31, 2011 Europe Fully consolidated Schneider Electric Energy Austria AG MGE UPS Systems Vertriebs GmbH Schneider Electric Austria GmbH Schneider Electric Power Drives GmbH Cofibel SA...

  • Page 210
    ... Holding GmbH MGE USV-Systeme GmbH Schneider Electric Automation Deutschland GmbH Schneider Electric Automation GmbH Schneider Electric Buildings Germany GmbH Schneider Electric Deutschland Energy GmbH Schneider Electric Deutschland GmbH France France France France France France France France France...

  • Page 211
    ... Investments SA SHL Luxembourg S.Ã r.l. American Power Conversion Corp (A.P.C.) BV APC Holdings BV APC International Corporation BV APC International Holdings BV Control Microsystems BV Crouzet BV Elau BV Pelco Europe BV Pro-Face HMI BV (sub-group) Sandas Montage BV Schneider Electric BV Schneider...

  • Page 212
    ...CONSOLIDATED FINANCIAL % interest Dec. 31, 2011 ELKO AS JO-EL Electric AS Lexel Holding Norgue AS Schneider Electric IT Norway AS Schneider Electric Norge AS Schneider Electric Buildings Norway AS Elda Eltra S.A. (ex Eltra SA) Schneider Electric Buildings Polska Sp. z.o.o. Schneider Electric Energy...

  • Page 213
    ... Holdings UK Ltd Schneider Electric Energy UK Ltd Schneider Electric IT UK Ltd Schneider Electric Ltd Serck Control and Safety Ltd Serck Controls Ltd Telvent UK Ltd Accounted for by equity method Delta Dore Finance SA (sub-group) Möre Electric Group A/S Electroshield TM Samara (sub-group) North...

  • Page 214
    .... American Power Conversion Federal Systems, Inc. APC America Inc. APC Corp. APC Holdings Inc. APC Sales & Service Corp. BEI Precisions Systems & Space Co. Inc. BEI Sensors & Systems Company, Inc. Control Microsystems U.S. Inc. Crydom, Inc. Custom Sensors & Technologies, Inc. Delsena 1, LLC Delsena...

  • Page 215
    ... FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL % interest Dec. 31, 2011 Schneider Electric Summit Holdings, Inc. Schneider Electric USA, Inc. Schneider Electric Vermont Ltd SNA Holdings Inc. Square D Investment Company Summit Belgium I, Inc. Summit Belgium II, Inc. Summit Energy Services...

  • Page 216
    .... 31, 2011 Schneider Electric IT (China) Co., Ltd Schneider Electric Low Voltage (Tianjin) Co. Ltd Schneider Shanghaï Apparatus Parts Manufacturing Co. Ltd Schneider Shanghaï Industrial Control Co. Ltd Schneider Shanghaï Low Voltage Term. Apparatus Co. Ltd Schneider Shanghaï Power Distribution...

  • Page 217
    ...) Schneider Electric Lanka (Private) Limited Pro Face Taiwan Co. Ltd Schneider Electric Taiwan Co Ltd Clipsal (Thailand) Co. Ltd MGE UPS Systems SA (Thailand) Co. Ltd Pro Face South East Asia Pacific Co. Ltd Schneider (Thaïland) Ltd Schneider Electric CPCS (Thailand) Co. Ltd. Square D Company (Tha...

  • Page 218
    ...West Africa Ltd Schneider Electric Nigeria Ltd Schneider Electric Oman LLC Schneider Electric Pakistan (Private) Limited Schneider Electric Peru SA Cimac Electrical and Automation W.L.L EPS Electrical Power Distribution Board & Switchgear Ltd Telvent Saudi Arabia Co. Ltd Delixi Electric South Africa...

  • Page 219
    ... standards applicable in France. In compliance with the assignment entrusted to us by your Annual Shareholders' Meeting, we hereby report to you, for the year ended December 31, 2011, on: • the audit of the accompanying consolidated financial statements of Schneider Electric SA; impairment at...

  • Page 220
    5 CONSOLIDATED FINANCIAL STATEMENTS STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 218 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 221
    ... financial statements 220 222 223 4. Statutory Auditors' report on the financial statements 234 5. List of securities held at December 31, 2011 6. Subsidiaries and affiliates 7. The Company's financial results over the last five years 235 236 238 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 219

  • Page 222
    ... 180,085 180,186 (45,256) (45,256) 101 134,829 134,930 58 185,047 185,105 136 2,394 2,529 8,405,945 The notes form an integral part of these company financial statements. 220 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 223
    ... Current liabilities: Accounts payable - trade Accrued taxes and payroll costs Other 276 394,073 9,834 404,183 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. 7.3 96,496...

  • Page 224
    ... 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. 222 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 225
    ..., Schneider Electric SA carried out EUR215 million in share capital increases, as follows: Following the merge of Digital Holding and Schneider Electric Japan Holding of December 2010 signed on March 2011 with effective date on January 1, 2011, the company know owns shares of Schneider Electric...

  • Page 226
    ... financial year are mainly related to the transfer of Digital Holding shares towards Schneider Electric Japan Holding for EUR21 million and to acquisition of Cofibel shares and Cofimines shares. On December 29, 2011, the Company carried out the disposal of investments Industrielle de Réassurance...

  • Page 227
    COMPANY FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS 2.2 - Other investment securities Other investment securities Schneider Electric SA shares Other Provisions for other shares NET Dec. 31, 2010 48,778 111,303 (77) 160,004 Increases - Decreases - Dec. 31, 2011 48,778 111,303 (77) 160...

  • Page 228
    ... allocated to plans n°5 and 8 by Management Board decision on December 6, 2011; these shares were allocated to plan n°26 in 2010. 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...

  • Page 229
    ...) (3,434) 708 (53) (317) 602 (335) (63) (325) (207) (6,790) Dec. 31, 2011 2,459 1,012 213 4,871 11,378 23,607 (2,352) 78 1,575 (2,958) 3,919 309 4,520 6,658 52,287 6 The increases in this line item were due to the 2011 bond issues (see note 9). 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 227

  • Page 230
    .... Changes in share capital During the financial year, 3,855,632 shares were issued as part of the worldwide Employee Stock Purchase Plan amounting to the EUR15 million in share capital while 1,169,210 new shares were issued on the exercise of stock options, increasing the share capital by EUR5...

  • Page 231
    ... "accounting principles"). At December 31, 2011, cumulative actuarial gains and losses totalled EUR7 million. From 2012, a total of EUR2.5 million, exceeding 10% of the obligation, is being amortised over 10 years. Note 9 Bonds Share capital Dec. 31, 2011 Schneider Electric SA 2017 Schneider...

  • Page 232
    6 COMPANY FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS Schneider Electric SA has made a series of bond issues as part of its Euro Medium Term Notes ("EMTN") program over the past few years. The issues that had not matured as of December 31, 2011 were as follows: • EUR750 million worth...

  • Page 233
    COMPANY FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS 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 ...

  • Page 234
    ...to Schneider Electric Industries SAS. In December 2011, the Company registered a EUR17 million provision related to the allocation of own shares to stock grants plan n°5 and 8. Note 16 Net income tax benefit The "income tax expense" line item in the statement of income mainly consists of the Group...

  • Page 235
    ...: 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 236
    ... have been approved by the Management Board. Our role is to express an opinion on these financial 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...

  • Page 237
    ... Investments in foreign companies TOTAL Marketable securities 7,170,798 Schneider Electric SA own shares (stock option plans 26, 27, 28, 29 and 30 and Stocks grants plan n°5 and 8) TOTAL 199,681 199,681 1,038 241,114 4,749,319 Schneider Electric Industries SAS AXA SELF Vigéo SAS Schneider Electric...

  • Page 238
    ...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 239
    ...,481 137,210 82,655 3,148,324 - - 3,631,827 Holding company Holding company 992,332 2,081 16,170 1,299,655 78,681 50,001 21,249 21,249 - - - (6,186) - 18,934 - 1,038 - - - - - 600 - 113,985 - 113,909 - - - - - 7,483 - 6 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 237

  • Page 240
    ...549 1,170 3,936 2,004 1,374 2,606 (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 May 3, 2012. 238 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 241
    7 General presentation of Schneider Electric SA 1. General information on the Company 2. Shareholders' rights and obligations 3. Capital 4. Ownership structure 5. Employee profit-sharing, stock ownership 6. Performance share grants and stock option plans 7. Disclosure of information required in ...

  • Page 242
    ... website (http://www.schneider-electric.com). Schneider Electric SA is a French corporation (Société Anonyme) with a Management and Supervisory Board (since May 3, 2006) governed by the French Commercial Code, with a share capital of EUR2,195,772,096, whose registered head office is located...

  • Page 243
    ... the Management Board may authorise shareholders to fill out and sign these forms electronically through a secure site set up by Voting rights** 1 - Double voting rights (article 24 of the articles of association) Voting rights attached to shares are proportionate to the equity in the capital they...

  • Page 244
    ... third paragraph of article L.233-7 of the French Commercial Code and of the number of existing shares covered by any agreement or financial instrument referred to in point c) of said paragraph. Shareholders are also required to notify the Company 242 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 245
    ... share capital at December 31, 2011. • stock option plans 23 to 29 represented 6,129,752 shares; • 3,729,896 shares for share subscription or purchase plans, plans 30 to 33; the type of options (share subscription or purchase options) will be determined at a later date by the Management Board...

  • Page 246
    ...2011; 5) to issue new shares to members of the Employee Stock Purchase Plan (ESPP), within a limit of 2% of the issued capital on the date of the implementation of the authorisation; 6) to issue new shares under programs to promote stock ownership among employees in non-French companies of the Group...

  • Page 247
    ... OF SCHNEIDER ELECTRIC SA CAPITAL At the Annual Shareholders' Meeting to be held in May 2012 (see pages 270 - 271), the Management Board will ask shareholders to renew the authorisation for the issuance of new shares under programs to promote stock ownership among employees in non-French companies...

  • Page 248
    ...date of the Annual Shareholders' Meeting, representing, on the basis of the issued share capital at February 28, 2012, a total of 54,920,425 Schneider Electric SA shares with a par value of EUR4, - taking into account treasury stock and own shares at March 13, 2012 (8,574,460 shares), the number...

  • Page 249
    GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA OWNERSHIP STRUCTURE > 4. Ownership structure Three-years summary of changes in capital Dec. 31, 2011 Capital % Capital Research and Management Company (1) CDC Employees Own shares (2) Treasury shares Public TOTAL 9.43 3.71 4.55 0.00 1.67 80.64 100.00 51...

  • Page 250
    ...by their salary, thus bringing together the interests of the employees and the Company. In countries where regulations permit, Schneider Electric offers its employees the opportunity to invest to restricted share capital increases. The Group's last employee share issue took place in July 2011. This...

  • Page 251
    ... have been calculated where necessary to take account of the two-for-one share split, effective from September 2, 2011. As part of its overall staff pay policy, each year Schneider Electric sets up a long-term incentive plan based on an annual allocation of stock grants, and, for employees who are...

  • Page 252
    ... Board has set: • a retention target of shares representing three years of base salary for Jean-Pascal Tricoire, and two years of base salary for Emmanuel Babeau. Calculation of the number of shares held is based on Schneider Electric SA shares equivalent to the FCP (Company Mutual Fund...

  • Page 253
    ... PRESENTATION OF SCHNEIDER ELECTRIC SA PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS Past stock option plans The data below are adjusted for the two-for-one share split, effective September 2, 2011. Plan 21 Number of beneficiaries Plan date at inception Feb. 5, 2003 433 Number of options...

  • Page 254
    ... Tricoire Emmanuel Babeau 66,156 403,922 302,942 161,574 63,000 90,000 10,000 (2) 100,000 30,000 (1) Options attributed at the time of his recruitment as Chief Financial Officer. (2) In his role as corporate officer at the date of attribution. 252 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 255
    ... OF SCHNEIDER ELECTRIC SA PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS Past share plans (at December 31, 2011) The data below are adjusted for the two-for-one share split, effective September 2, 2011. Number of benefi- Number of ciaries at shares at Plan Plan date inception inception...

  • Page 256
    ... in 2011 of which the number of options bought or subscribed is the highest 247,400 Plans 24-26-27-28 Shares awarded to the ten most highly paid non-corporate officer employees Number Shares awarded for 2012 (December grant) 122,500 Plans 13-14 254 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 257
    ... rights (see page 249) relating to the non-application of the ceiling on voting rights when a public tender offer is in process. > 8. Year 2010 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...

  • Page 258
    ... Electric share CAC 40 index (Source: Thomson 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 (pages 229-230). 256 2011 REGISTRATION...

  • Page 259
    ... SCHNEIDER ELECTRIC SA INVESTOR RELATIONS > 9. Emmanuel Babeau Investor relations Person responsible for financial information Executive Vice-President, Finance, member of the Management Board 35, rue Joseph Monier - CS30323 92506 Rueil-Malmaison Cedex - France Tel: +33 (0)1 41 29 71 19 Contacts...

  • Page 260
    7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA STOCK MARKET DATA 258 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 261
    ... Shareholders' Meeting 1. Management Board report 260 2. Supervisory Board's comments on the Management Board's report, mode in accordance with article L.225-68 of the French Commercial Code 264 3. Auditors' special reports 4. Resolutions 264 268 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...

  • Page 262
    ..., only 60% of the dividend amount net of social security tax will be included in taxable income, less: • the adaptation of the top-hat defined benefit pension plan for the French Group's senior executives allowed to the Management Board members; • the agreements and obligations to Mr Jean...

  • Page 263
    ...- the Schneider Electric SA and Schneider Electric Industries SAS employee benefit plan, which offers health, incapacity, disability and death cover, - the supplementary health, incapacity, disability and death cover available to the Group's French senior executives, 8 2011 REGISTRATION DOCUMENT...

  • Page 264
    ...' MEETING MANAGEMENT BOARD REPORT years preceding the date of the Board meeting at which the decision is taken. If the mathematical average of Group performance objectives rate is: shareholding plan investing in the Company shares) Supervisory Boards or designated by the employee shareholders when...

  • Page 265
    ... the capital set for the issuance of shares to employees who are members of the PEE plan. At the discretion of the Management Board, the issue price will be based on either (i) the opening or closing price of the Company's share quoted on the trading day the decision of the Management Board setting...

  • Page 266
    ... Board also wishes to express its support for the new company programme Connect, which as President and CEO JeanPascal Tricoire states, is designed to "add to One's achievements and to broaden them to include all our strategic plans, products and solutions in developed and developing countries...

  • Page 267
    ...2012, authorised the change to the top-hat pension plan with defined contributions for the Group managers that are subject to French social security plans (article 39), the benefits of the modified plan for Board members and the signing by your company of an outsourcing agreement for the new plan...

  • Page 268
    ...Schneider Electric Industries SAS employee benefit plan, which offers health, incapacity, disability and death cover; - the modified top hat pension plan for Schneider Group senior executives as authorised by the Supervisory Board of 21 February 2012 and submitted for approval to the Shareholders...

  • Page 269
    .... of the French Commercial Code, we present below our report on the project to issue common shares or securities providing access to the Company's share capital reserved for (i) the employees and corporate officers of Schneider Electric Group companies, linked to the Company under the conditions of...

  • Page 270
    ... (Apropriation of profit for the financial year and dividend proposal) The Shareholders' Meeting, acting with the quorum and majority requirements for Ordinary Meetings, and on the recommendation of the Management Board, based on the number of 548,943,024 shares with a nominal value of EUR4 as...

  • Page 271
    ... Supervisory Board representing the employee shareholders for a period of four years, pursuant to article 11- c of the articles of association, expiring at the close of the Shareholders' Meeting in 2016 to approve the 2015 financial statement. 8 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 269

  • Page 272
    ... the report of the Management Board authorises the Management Board, in accordance with article L.225-209 of the French Commercial Code, to buy back Company shares in order to reduce the capital, cover plans for stock options or plans for stock grants, or for securities convertible into shares; to...

  • Page 273
    ...the average opening or closing prices of the shares of the Company during the 20 trading days preceding the date of the decision of the Management Board fixing the issue price under this resolution or fixing the issue price under the twenty-second resolution adopted by the Shareholders' Meeting on...

  • Page 274
    8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING RESOLUTIONS 272 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

  • Page 275
    ...the presentation of the consolidated financial statements and the new applicable accounting standards. Executed on 22 March 2012 On behalf of the Management Board Jean-Pascal Tricoire President and CEO Schneider Electric SA Pursuant to Article 28 of Commission regulation 809/2004/EC, the following...

  • Page 276
    PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS responsible for the audit > Persons of the financial statements Date appointed Statutory Auditors Ernst & Young et Autres Tour First-1, place des Saisons - 92037 Paris-la-Défense-Cedex ...

  • Page 277

  • Page 278

  • Page 279
    ...' Annual Meeting (Paris) Dividend payment Financial releases February 22, 2012 2011 Annual Results April 20, 2012 August 1, 2012 Q1 2012 Sales Half Year Results October 25, 2012 Q3 2012 Sales Investors Relations: Carina Ho Tél. +33 (0)1 41 39 60 84 Fax +33 (0)1 41 29 71 42 Press Contact...

  • Page 280
    Schneider Electric SA Headquarters: 35, rue Joseph Monier - CS 30323 F-92506 Rueil-Malmaison Cedex (France) Tél. : +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,...