APC 2013 Annual Report Download - page 307

SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
Auditors’ special reports 3.
Statutory auditors’ special report on regulated agreements and commitments
To the Shareholders, Following the change in corporate governance, the board of
directors, in its meetings of April25, 2013 and June18/19 2013,
In our capacity as statutory auditors of Schneider Electric S.A., we authorised, pursuant to the TEPA act and the AFEP/ MEDEF code,
hereby present our report on regulated agreements and the commitments and agreements in favor of Mr. Jean-Pascal
commitments. Tricoire as described hereunder:
We are required to inform you, based on the information provided, Mr. Jean-Pascal TRICOIRE benefits from the collective pension
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on the main terms and conditions of those agreements and plan applicable to employees of Schneider Electric SA and
commitments that have been disclosed to us or that we may have Schneider Electric Industries SAS, covering sickness, incapacity,
identified in the performance of our engagement, without disability and death. He also benefits from the supplementary
commenting on their relevance or substance or researching the health, incapacity, disability and death cover available to the
existence of other agreements and commitments. It is your Group’s French senior executives as well as from coverage
responsibility, in accordance with article R.225-31 of the French under the Group personal accident insurance policies.
commercial code (Code de commerce), to determine whether the Contingency and supplementary cover or insurance
agreements and commitments are appropriate and should be compensation plans are nevertheless subject to performance
approved. criteria. They are subject to one of the following two criteria
In addition, we are required, where applicable, to inform you in being present: positive average net profit of the five years
accordance with article R.225-31 of the French commercial code preceding the event, or positive average free cash flow for the
(Code de commerce) concerning the implementation, during the five years preceding the event;
year, of the agreements and commitments already approved by Mr. Jean-Pascal TRICOIRE benefits from an Involuntary
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the General Meeting of Shareholders. Severance Pay scheme (hereinafter “the Compensation”). The
We performed those procedures which we considered necessary Compensation is capped, taking into account the non-compete
in accordance with professional guidance issued by the national compensation stipulated below, at twice the mathematical
auditing body (Compagnie Nationale des Commissaires aux average of the effective annual remuneration for the last three
Comptes) relating to this type of engagement. These procedures years as authorised by the board of directors (hereinafter
consisted in verifying that the information provided to us is “Maximum Amount”). The right to Compensation shall be
consistent with documentation from which it has been extracted. granted in the following cases:
dismissal, non-renewal or resignation as Chief executive
–
Agreements and submitted for approval by the officer in the six months following a material change in
Schneider Electric’s shareholder structure that could
general meeting of shareholders change the membership of the board of directors;
dismissal, non-renewal or resignation as Chief executive
–
Agreements and commitments authorised during officer in the event of a reorientation of the strategy pursued
the financial year and promoted by him until that time, whether or not in
connection with a change in shareholder structure as
In accordance with article L.225-40 of the French commercial
described above;
code (Code de commerce), we have been advised of regulated
requested dismissal, non-renewal or resignation as Chief
–
agreements and commitments, which received prior authorisation
executive officer when the average rate of achievement of
from your board of directors.
performance objectives used to calculate the variable bonus
Renewal of the status of Mr. Jean-Pascal TRICOIRE in the four full financial years preceding his departure was
66.67 percent.
Person concerned: Mr. Jean-Pascal TRICOIRE (Chairman & Chief The right to Compensation is subject to and shall depend on the
executive officer) rate of achievement of Group performance objectives used to
determine part of the variable portion of Mr. TRICOIRE’s
The supervisory board, in its meetings of February18, 2009, compensation for the three financial years preceding the date of
February21, 2012 and May3, 2012, authorised the commitments the board meeting at which the decision is made.
and agreements in favor of Mr. Jean-Pascal TRICOIRE. All of these
conventions and agreements were approved by your shareholders’ Hence, if the Group’s performance rate is:
meetings of April23, 2009, May3, 2012 and April25, 2013.
less than 66.67percent; no compensation shall be
–
awarded;
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC