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Table of contents
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Page 1
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Page 2
...
Overview of the Group's strategy, markets and businesses
1. Schneider Electric strategy and market opportunities 2. Businesses, end-markets and customer channels 3. Ambitious long term financial targets for attractive shareholder returns 4. Company history and development 5. Research & Development...
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Page 3
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
1
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Page 4
... and launched initiatives to offer new values to our customers. Our work on this front was recognized by independent organizations, such as Gartner, who ranked Schneider Electric No. 22 on its list of European companies that achieved supply chain excellence and by the SCM world profession award...
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Page 5
...
This change is happening fast; agility and speed are key. The new company program Schneider is On focuses on 5 main areas: more value-creation for our customers with increasingly targeted services and enlarged business proposition; enhanced digitization of systems and products; higher innovation...
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Page 6
... to last year.
Schneider Electric launched its new company program, what are the ambitions of the program?
Schneider is On is building on the achievements of Connect and aims to deliver more value to our customers and shareholders through five focused initiatives on growth, innovation, digitization...
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Page 7
...-President, Industry
7 Daniel Doimo
Executive Vice-President, Global Solutions
14 Philippe Delorme
Executive Vice-President, Buildings & Partner
8 Chris Hummel
Executive Vice-President, Global Marketing
15 Hal Grant
Executive Vice-President, IT
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
5
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Page 8
LEADERSHIP TEAM
6
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 9
... to growth. North America benefited from favorable construction and data center markets, Western Europe remained impacted by utilities but saw improvements in the second half and Asia-Pacific grew at a slower pace due to the slowdown in China. New economies accounted for 44% of 2014 revenue.
10...
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Page 10
... FIGURES 2014
Revenue by geography
19%
Rest of the World
2014 headcount
167,124 employees(1)
28%
Western Europe
21%
Rest of the World
26%
Western Europe
25%
North America
28%
Asia-Pacific
19%
North America
34%
Asia-Pacific
(1) Spot headcount, including employees under ï¬xed-term and open...
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Page 11
... (pension accounting).
(3) Subject to shareholders' approval at the Annual Meeting of April 21, 2015, for payment on May 5, 2015.
Ownership structure on December 31, 2014
3.2%
CDC Group (5)
4.7%
Employees (6)
5.3%
BlackRock, Inc (4)
2.3%
Treasury shares
84.5%
Public
(4) To the best knowledge...
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Page 12
... life cycle data. On February 6, 2014, Schneider Electric and AREVA announced the signature of a strategic partnership agreement to develop energy management and storage solutions based on hydrogen fuel cell technology. Under the terms of this agreement, both groups will combine their expertise...
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Page 13
...Electric a well recognized brand, a diffuse local distributor network and a competitive manufacturing base in Turkey. It will complement Schneider Electric's premium offerings with a strong mid-market product range.
Employees
On January 27, 2014, Schneider Electric announced the launch of a capital...
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Page 14
...from new economies in energy management as part of BipBop, its energy access program for communities at the base of the pyramid. Schneider Electric has far exceeded its initial objective to train 40,000 people by the end of 2014, set as part of the Planet & Society Barometer, the company's dashboard...
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Page 15
...
Overview of the Group's strategy, markets and businesses
1. Schneider Electric strategy and market opportunities 2. Businesses, end-markets and customer channels 3. Ambitious long term financial targets for attractive shareholder returns 4. Company history and development 5. Research & Development...
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Page 16
... from electricity grid, to water distribution system, to public transportation systems, services...and exchange of data and information across departments;
l becoming a better place to live, work and play; l reducing its environmental impact - lower carbon footprint,
reduce energy consumption...
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Page 17
... countries and time zones. Digitization is changing the way we work and creating opportunities for new services. In energy management, operational technology (OT), the world of physical equipment control, is converging with information technology (IT), the world of information processing. Products...
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Page 18
..., MARKETS AND BUSINESSES
SCHNEIDER ELECTRIC STRATEGY AND MARKET OPPORTUNITIES
Besides continuously innovating and digitizing our offerings, Schneider Electric targets to provide the best-in-class digital experience to our customers and partners, such as a 24x7 dynamic sales & marketing channel and...
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Page 19
... GROUP'S STRATEGY, MARKETS AND BUSINESSES
SCHNEIDER ELECTRIC STRATEGY AND MARKET OPPORTUNITIES
Schneider Electric builds native connectivity in its product offerings, delivers a range of digital services to help customers' extract value from their data and provides and the best customer experience...
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Page 20
...and control, critical power and cooling. We design products and solutions that we believe offer the best levels of safety, reliability and efficiency in our markets. This is achieved through consistently high investment in research and development, which supports our innovative product offerings and...
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Page 21
..., industry & machine manufacturers and data centers & networks. The Group manages multiple channels to markets built on strong partnerships.
1
2.1 Leadership positions in our businesses
Schneider Electric operations are organized in four businesses: Buildings & Partner, Infrastructure, Industry...
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Page 22
... and electrical distributors.
Data centers and networks
Data centers are secure, precision-cooled sites containing Information Technology (IT) equipment that processes and stores very large quantities of digital data. These sites constitute the central nervous systems of businesses and the public...
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Page 23
... business model
We believe our products offer best-in-class technology, strong channel access and optimal quality and cost, which allows us to
2.4 Multiple accesses to market
Customer satisfaction
Customer satisfaction is an integral part of Schneider Electric's growth strategy. Every contact...
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Page 24
...to offer superior solutions on an international level.
Other large end-users and global strategic accounts
Schneider Electric also addresses customers directly in a number of end-markets, including but not limited to:
l Cloud & Finance, in which the Group provides comprehensive
Systems integrators...
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Page 25
... long term financial targets for attractive shareholder returns
Schneider Electric's opportunities, strategy and business positioning have led its management to define ambitious long-term targets for the company. Over the long term, the key priorities remain focused on profitable growth, cash...
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Page 26
..., MARKETS AND BUSINESSES
AMBITIOUS LONG TERM FINANCIAL TARGETS FOR ATTRACTIVE SHAREHOLDER RETURNS
l Profitable growth and capital efficiency will drive strong
l Objective to significantly improve ROCE in the next 2-3
EPS growth: Strong EPS growth is targeted during the next company program...
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Page 27
... public works
l anticipating the future energy requirements of companies and
This strategy led Schneider Electric to conduct a number of strategic acquisitions both in mature countries and in new economies targeting companies offering complementary products and solutions.
4.2 From Power & Control...
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Page 28
... MARKETS AND BUSINESSES
COMPANY HISTORY AND DEVELOPMENT
l With the acquisition of Telvent in 2011, a Spanish software
company with a strong presence in North America, we became the leader in ADMS, advanced Distribution Management System, supporting the monitoring and management of large electrical...
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Page 29
OVERVIEW OF THE GROUP'S STRATEGY, MARKETS AND BUSINESSES
COMPANY HISTORY AND DEVELOPMENT
4.4 Change management through company programs
Schneider is on, Schneider Electric's company program (2015-2020)
Schneider is on, Schneider Electric's company program for the 2015-2020 period, is another major...
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Page 30
... and security of the infrastructure needed to harness the data coming from these networks. The cloud based Digital Services Platform was developed by Schneider Electric over the last three years to address these two challenges. Dozens of pilots are underway with business units and external partners...
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Page 31
... security and reliability, most of these solutions will still require on-site computing, but with the kind of flexibility of a « private cloud ». Schneider Electric is working with major IT players to develop packaged « micro data centers » that can be installed in just a few hours on a site...
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Page 32
... and Mobiky brands, which are exported to about twenty countries.
Managing a portfolio of partnership opportunities
The mission of Aster Capital is to purchase minority interests in innovative start-ups in the fields of energy and the environment based in Europe, Israel, North America and Asia. The...
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Page 33
...An innovative element introduced this year is that the Aster Capital teams have made a dedicated web platform available to all Schneider Electric employees, which gives them even easier access to all of these resources, information and databases.
1
Developing business opportunities in data centers...
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Page 34
... country or business are gradually globalized to increase experience and leverage a significant scale effect around cost and service. Manufacturing and supply chain operations, areas of shared services or expertise (such as finance or Human Resources), information systems, Group Strategy and global...
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Page 35
... the world. Customer satisfaction is its top priority. While working constantly to improve occupational health and safety and environmental protection, Schneider Electric's manufacturing policy aims to fulfill four key objectives, in order of priority: 1) to achieve a level of quality and service...
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Page 36
...-making processes and organizational structure. This led to the announcement of a new Industrial Organization for 2013, structured around eight regions (Europe, CIS, China, India, Pacific, Asia, North America, South America) which groups all of Schneider Electric industrial activities together...
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Page 37
... of products goes hand in hand with the development of life-cycle services leveraging Web connectivity to deliver superior lifetime value to our customers. Such services not only open new recurring revenue opportunities for Schneider Electric, but reinforce the Group's competitive position versus...
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Page 38
... by the businesses and corporate functions (strategy, finance, legal affairs, tax and Human Resources) concerned, under a rigorous internal process developed and led at Group level. A launch committee is responsible for initiating the review process to identify the risks and opportunities associated...
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Page 39
... at Schneider Electric. During 2014 further steps were taken to reinforce the active management of talent at all levels and in all parts of the company. A state-of-the-art talent management system was introduced to support employees in planning their career development, while giving managers and...
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Page 40
... technical problems and/or execution delays. While it is difficult to accurately quantify the impact of any such problems or delays, they could have an adverse effect on inventory levels, service quality and, consequently, on our financial results.
38
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 41
... EUR2.4 billion matures after December 2015. The Group's credit rating enables it to raise significant long-term financing and attract a diverse investor base. The Group currently has an A- (negative outlook) credit rating from Standard & Poor's
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
39
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Page 42
... STRATEGY, MARKETS AND BUSINESSES
RISK FACTORS
and an A3 credit rating from Moody's. The Group's liabilities and their terms and conditions are described in note 24 of Chapter 5. In line with the Group's overall policy of conservatively managing liquidity risk and protecting our financial position...
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Page 43
... OF THE GROUP'S STRATEGY, MARKETS AND BUSINESSES
RISK FACTORS
Disputes
Following public offers launched in 1993 by SPEP (the holding company of the Group at the time) for its Belgian subsidiaries Cofibel and Cofimines, proceedings were initiated against former Schneider Electric executives in...
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Page 44
... OF THE GROUP'S STRATEGY, MARKETS AND BUSINESSES
RISK FACTORS
Insurance policy
Schneider Electric's general policy for managing insurable risks is designed to defend the interests of employees and customers and to protect the company's assets, the environment and its shareholders' investment. This...
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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, an eco-citizen company 6. ...
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Page 46
..., based on the Group's employees:
l principles governing ethics and responsibility; l sites and products that respect the environment; l employee development; l policies that support and develop the communities in which
Schneider Electric operates. Schneider Electric uses its global Human Resources...
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Page 47
... 2013, Schneider Electric conducted a materiality analysis by questioning relevant external stakeholders (e.g. clients, media, distributors, international organizations, experts, etc.), and top and senior managers within the Group (Environment, Global Supply Chain, Finance, Human Resources, Business...
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Page 48
...progress plans (Human Resources, Environment, Access to Energy, etc.), each represented by a project leader, implement measures to achieve the objectives of the plans. This project leader works directly with local managers in their respective areas.
46
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 49
... & Society Barometer
The Planet & Society Barometer is published through the following channels:
l the quarterly non-financial press releases and the quarterly
2
financial and non-financial Group results;
l Schneider Electric website and intranet;
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 50
... corporate brochure (strategy and sustainable development report), new progress plans throughout the Company program as well as during the design of the Planet & Society Barometer every three years.
(1) Source: CSR Sector Reporting Guide, 2013.
48
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 51
... industry â- Community programs â- Partnerships with local NGOs
Department
Quality, Customer Satisfaction, R&D, Sales, Eco-design Finance, Board's Secretary, Sustainable Development
Financial
2
Purchasing, Environment, R&D, Activities, Sustainable Development
Partners
Social
Human Resources...
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Page 52
...: World Business Council for Sustainable Development (WBCSD), United Nations Global Compact, International Chamber of Commerce (Environmental Commission). France: member of the board of directors of ORSE (French study center for corporate social responsibility) and of the Global Compact France Forum...
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Page 53
...'s Advisory Committee for Environmental Aspects (ACEA). The ACEA works to advise and coordinate the CEI's efforts to tackle environmental issues. The Group also participates in the Advisory Committee for Energy Efficiency (ACEE) created in 2013.
2
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 54
... department
> Set the sustainability strategy > Manage innovation projects > Lead the relationship between internal & external stakeholders
Networks and specific committees Corporate functions
> Implement strategy & company programs > Deploy policies > Execute sustainability objectives (Planet...
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Page 55
... strategy
Global Supply Chain organization, with responsibilities including Safety and the Environment
(see page 67).
Human Resources organization
(see page 77).
and rolling out action plans at the Group level with the concerned entities;
l developing
and managing Schneider Electric's innovative...
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Page 56
... in line with local culture and legislation: Quality Policy, Environmental Policy, Human Resources Policies (Political Diversity, Health and Wellness Policy, Travel Policy), Security Policy, Safety Policy, Web Policy (Social Media Policy, Web Usage Policy), Competition Law Policy, stock-market code...
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Page 57
... its CSR, its promotion of China's green economy, and its business development with energy efficiency and innovative technology, Best environmental technology award for the eighth « Global Responsibility - China Action » (by China Business News).
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 58
... end-of-life processing. To limit the impact of its end-of-life products, Schneider Electric has established a system to recover equipment containing SF6, a powerful greenhouse gas. The Group works in more than 100 countries, with heterogeneous practices, standards and values. Schneider Electric is...
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Page 59
... of financial flows and shows their share in this flow.
Purchases & Other
¤15,187 million
Dividends
¤1,095 million
Net Interest Expenses to Banks
¤312 million
2014 Total Revenue
¤24,939 million
2
Employees & Wages
¤6,346 million
Income Taxes
¤551 million
Non-governmental Organizations...
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Page 60
... etc.;
l systems:
building management systems, lighting control, process supervision, renewable generation, microgrids; energy purchases, participation in demand reduction programs, etc. up to and including outsourced operation of electrical systems;
l services: energy audits, power system studies...
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Page 61
... Schneider Electric is developing energy management solutions adapted to grid cycles. Finally, the variety of charging environments, whether public or private, individual or collective, requires information and invoicing systems to be put in place for businesses and car service providers;
l demand...
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Page 62
... city's specifications. Our technology offering comprises products, systems, services and software, backed by strong process expertise, to improve the efficiency of the operation and information architectures, with all of these systems highly integrated to share important data and add value in total...
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Page 63
.... It is based on an evaluation questionnaire combined with on-site audits by Schneider Electric quality specialists. It includes a specific section on the environment and sustainable development and aims to assess supplier suitability with regard to the Group's expectations in three areas:
l social...
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Page 64
...customers' inquiries.
Global Supplier Day 2014
A global Supplier Day was organized in Shanghai in September 2014 for « preferred » Group suppliers. This Day emphasized the importance that Schneider Electric places on aspects linked to sustainable development. During this event, Schneider Electric...
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Page 65
... taken.
1. contacting a manager, or 2. using existing in-house outlets (legal, financial, HR, environment, etc.), or 3. contacting the Group Fraud Committee via the professional alert system (accessible via Internet or multilingual telephone line).
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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Page 66
... pass our internal Ethics & Responsibility assessment ».
The 2014 results show that 80% of the entities have reached a level of deployment from satisfactory to very good. This score is up from the 2013 results (73%).
Personal data protection
Schneider Electric has chosen to implement a code of...
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Page 67
...in all digital projects.
Achievements in 2014 and outlook for 2015
Program rollout continued along various axes:
l continued communication and awareness raising actions, for the
Policies in areas of high political risk
As a global and responsible company, Schneider Electric has strict policies and...
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Page 68
... transformation and treatment of metals. With a company presence in more than 100 countries and with a continual rhythm of internal development and acquisitions, Schneider Electric applies a common environmental policy to all its entities and rolls out the same programs for certification, reporting...
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Page 69
... into product design;
l for site management: environmental managers in each major
The regional organization within the Global Supply Chain is as follows: EMEA (Europe - Middle East - Africa), North America, South America, India, China, EAJP (East Asia - Japan - Pacific). For each region, a Safety...
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Page 70
... deploying Schneider Electric's energy efficiency solutions at its
own sites;
l demonstrating Schneider Electric's expertise to its customers; l raising employees' awareness about new energy efficiency
solutions and their own contribution to product development. Around 10% of total Group emissions...
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Page 71
... of the life cycle of IT devices and involves a close partnership with the Group's equipment and services suppliers to reduce their carbon footprint. The main objectives are:
l to optimize the number of data centers and their energy
real-time monitoring;
l certification of energy management systems...
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Page 72
... offerings on the protection of people and the environment, climate change and resource scarcity while addressing environmental issues with its suppliers and its manufacturing processes and logistics, Schneider Electric consolidated its Eco-design strategy in line with its Environment policy in 2012...
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Page 73
...% of revenue taken for the RoHS compliant offers and with the REACH information available, Schneider Electric's target was to consolidate this in 2014 with 75% of global product sales made through Green Premium offers, based on 2013 sales. The Group achieved 79%. As part of its new 2015-2017 company...
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Page 74
... (China, India, South Korea, Japan, etc.). The REACH program, initiated in 2008, aims to:
l ensure that substances used by Schneider Electric and its
As an integral part of the eco-design approach, the PEP program provides customers with the environmental impacts of products during their life cycle...
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Page 75
...of water; l VOC emissions (Volatile Organic Compounds).
Action plans
ISO 14001 certification of Group sites
As soon as the ISO 14001 environmental management standard was published in 1996, Schneider Electric decided to certify its sites. For several years the Group has demanded that all industrial...
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Page 76
... plan. In 2011 the Group initiated an analysis of industrial site positions relative to water stress in different regions throughout the world using the WBCSD (World Business Council for Sustainable Development) tool. The Company's « Everblue » project was launched in 2012 and designed to...
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Page 77
... used in Europe, 100% in China and 60% in North America comes from recycled material (source: purchasing data). With regard to metals that Schneider Electric purchases globally, these include recycled material from recovered waste. A UNEP (United Nations Environment Program) report was published...
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Page 78
... have the opportunity
to adapt to developments within the company. Schneider Electric encourages each employee to actively manage their own career in collaboration with their line manager, their HR manager and using the digital tools provided. This allows each employee to play a key role in...
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Page 79
...organization's strategic challenges in key areas, such as compensation, benefits, human capital development, training and performance management. Regional teams are leveraged to effectively shadow the Group's globalised operations;
2
4.2 Employee health and safety
Approach
Schneider Electric holds...
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Page 80
...and communications;
l the first full year for the implementation of GlobES (Global
Environment and Safety) - the new safety and environmental data management system;
l continuation of OHSAS 18001 deployment.
Objectives
Schneider Electric uses three primary indicators to measure Occupational Health...
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Page 81
... Schneider Electric. The Group constantly strives to be one of the best companies to work for, providing the environment and motivation for its employees to take control of their own career progression - through simple to access training and development resources, while the latest job opportunities...
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Page 82
...for energy management in five key areas of a city: residential, universities, trade, water and hospitals. The best proposals reconciled the increased demand for energy, social progress and environmental protection.
Flagship program: Cool Sites
Employee welfare is boosted via the 'Cool Sites program...
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Page 83
...
The ongoing growth of Schneider Electric's businesses in markets around the world requires the development of leaders and innovators across all disciplines. Matrix organization structures and virtual teams place new demands on employees. The Connect company program initiatives such as digitization...
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Page 84
...of Safety and Environment, Customer Satisfaction & Quality, Purchasing, Manufacturing, Supply Chain Planning, Logistics and Industrialization. In 2014, 40 new learning offers where launched on strategic topics, 90% of them being e-learning; more than 80% of GSC employees did more than 1 day training...
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Page 85
... our partners with dedicated learning paths based on their area of expertise.
Spice
Spice is Schneider Electric's social media platform; it also creates a learning environment in which many internal communities can exchange, share knowledge, experiences and documents.
2014 REGISTRATION DOCUMENT...
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Page 86
... on the services business, software, the Global Supply Chain transformation and the digitization transformation, drives the need for identifying critical gaps in the workforce.
4.6 Diversity and inclusion
Approach
At Schneider Electric, diversity is an integral part of our history, culture, and...
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Page 87
... and should be a corporate priority.
Communication, education and further developments
A company-wide communication campaign was deployed to raise awareness on the new global policy and promote the value of having a diverse and inclusive culture.
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85
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... employees and ensuring equity of access to positions of responsibility;
l work-life
balance: supporting measures and mechanisms designed to enhance private life and parenthood:
Nationalities
Schneider Electric has always promoted cultural diversity and inclusion as a key enabler of the strategy...
-
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...built and implemented global job architecture to support and align Rewards and Human Resources programs so that Schneider Electric can develop and move talents across different businesses and geographies. In line with the Group's pay-for-performance philosophy, the compensation structure can include...
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... of 2015.
Employee share ownership
Schneider Electric believes that employee share ownership is instrumental in strengthening companies' capital (both financial and human), and that employee shareholders are long-term partners. The Group has been building an international employee shareholder base...
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... projects in France and abroad which have been developed as part of the Access to Energy program.
In 2015, the Group expects to launch a new global Plan which will cover 120,000 employees in 33 countries.
Socially responsible investment fund
In November 2009, Schneider Electric created the « Fund...
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... communications and to review business strategies.
Social dialogue in Mexico
In Mexico, Schneider Electric leaders have regular communication with the employees on topics related to their jobs: this communication takes place in different ways, including large communication meetings and small group...
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... and launched in 2009, the Access to Energy program illustrates Schneider Electric's desire to create a virtuous circle combining business, innovation and social responsibility.
(1) Source: International Energy Agency - World Energy Outlook 2013.
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... and business partners around the world to play an active role in this commitment. This social welfare investment structure, designed by Schneider Electric to promote responsible development, constitutes a response to new French legislation on employee savings plans. At the end of 2014, 5,000 Group...
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Page 95
...by Schneider Electric, brings together nine public and industrial partners and is supported by ADEME. Based on solar thermal technology, this type of micro power plant has the advantage of being environmentally friendly. In November 2013, the MiCROSOL project consortium opened the CEA (Atomic Energy...
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... Villasol micro solar power plants that provide electricity to the school and the health center, and a battery charging station for lighting and cell phones in domestic households. All micro-units are managed by an entrepreneur located within the community and trained by Schneider Electric to ensure...
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Page 97
... projects once they are launched. Each project proposed is subject to a review process based on administrative and financial data by the Schneider Electric Foundation and by Fondation de France before funds are released. The Foundation's network structure is an original and very suitable means...
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Page 98
... organization of the Schneider Electric Foundation's annual campaign for international mobilization called Communities days. This week took place in October 2014 and was an important time in the Foundation and Company's history, with local partnerships taking center stage at an international level...
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... was created to organize volunteer missions benefiting the Foundation's partners. Schneider Electric and its Foundation wish to do more to support the voluntary work of Schneider Electric's current and retired employees in the teaching and professional training programs. From 2012 to 2014, the...
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Page 100
... and community organizations, employee match and employee giving programs;
l due to the volunteer efforts of thousands of North American
support of young people, trained by Schneider Electric Access to energy program, to create their own business;
l Employment: support of young people, trained by...
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... Pass Compétences tool,
which allows the posting of experienced managers to long-term missions with SMEs in the ÃŽle-de-France or in the Grenoble labor market. These experts are invested in structured and strategic development projects for SMEs;
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... involve them in the Group purchasing policy. Employment clauses are included on new markets (or renewals of markets), especially in the purchase of services and the construction of new sites, based on the example of the public markets, in order to engage Schneider Electric suppliers in this desire...
-
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...Sustainable Development Department. The indicators from the Planet & Society Barometer have a Group scope with specific levels of coverage for each indicator.
Human Resources, safety and environment indicators
The Human Resources, safety and environmental data comes from several dedicated reporting...
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...2012-2013-2014) by 3.3%, using Schneider Electric solutions. The program is available for all Schneider Electric sites, and focuses on sites larger than 5,000 m². Global Supply Chain Management is the internal client, and the Energy & Sustainability Services teams are the internal provider. In 2014...
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...: Products, Management, Languages, Office, Security, Legal and Regulatory training, etc.; excluded from the count are: training that does not have a formal trainer, with no written learning objectives or notices and time spent on social media. In 2013, the indicator covered North America, China and...
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...training centers. The objective is to help them improve the level of their courses: full-time training for a minimum of three months, evening courses totaling 100 hours, with diploma or certification in energy management. These courses must benefit disadvantaged people, being noted that each partner...
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... page numbers of the report in which the various indicators are mentioned.
1° Social information
a) Employment Total workforce and breakdown of employees by gender, age and region Hiring and layoffs Remuneration and its development b) Organization of work Organization of working time Absenteeism...
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... within relations with subcontractors and suppliers of their social and environmental responsibility d) Loyalty of practices Anti-corruption actions taken Measures taken towards consumer health and safety e) Other actions taken towards human rights, within the scope of this third indicator 65...
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... of the statutory auditors of the company Schneider Electric, we present our report on the consolidated social, environmental and societal information established for the year ended on December 31, 2014, presented in chapter 2 of the management repor, and on the Planet & Society barometer indicators...
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...emissions related to purchased transportation (included in scope 3). (2) SSAM (China), SSIC (China), Universal Capellades (Spain), Sarel (France), Telvent Madrid (Spain), ZAO Potential (Russia), ITBU Bangalore (India), and ITB Cavite (Philippines).
108
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... includes Schneider Electric employees (fixed-term, permanent and work/study participants), temporary staff and on-site subcontractors. Comments on the indicators are included in the corresponding chapters.
ISO 14001 certification of the sites
2014
Number of ISO 14001 Certified Sites Industrial and...
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...linked to energy consumption are considered estimates, because the indirect emissions are calculated on the conversion factors per country. 17 sites in 2012 and 2013; 16 sites in 2014. Constant scope emissions are not corrected from activity level.
110
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... the number of hours worked (Safety data). The comments on the indicators are given in the matching chapters and indicated in the tables below. The table below indicates the matching of indicators with the Global Reporting Initiative, G4 version.
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...Asia-Pacific Europe North America Rest of the world Breakdown of workforce by country (the most significant countries)(2) France United States of America China India Mexico Spain Brazil
G4-10
11% 12% 15% 9% 5% 3% 3%
12% 13% 10% 9% 6% 4% 4%
14% 13% 11% 9% 5% 4% 4%
112
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...5/14 years 15/24 years 25/34 years > 34 years
G4-10
Breakdown of workforce by function(2) Marketing Sales Services and projects(6) Support Technical Industrial Direct variable costs (cost of employees under production or business costs)(7)
G4-10
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... years 55/64 years > 64 years
G4-LA1
Breakdown by region Asia-Pacific Europe North America Rest of the world Layoffs(4)
G4-LA1
Breakdown by type of contract Permanent contract Fixed-term contract 84% 16% 38% 62% 33% 21% 29% 17... years 35/44 years
114
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... 59.6% 26.9% 4.1% 9.3%
2
G4-10
Breakdown by region Asia-Pacific Europe North America Rest of the world
Health and safety of employees
GRI
G4-LA6
Indicators
Number of medical incidents(8) of which Schneider Electric employees of which subcontractors
2014
568 â-² 481 87 287 â-² 245 42 1 1 0 1.85...
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... in Health and Safety Committees
Talent development and training
GRI
G4-LA9 G4-LA9
Indicators
Number of training hours(10) Average hours of training per person(10) White collar Blue collar(7) Average hours of training per person(10) Man Women
2014
2,756,292 â-² 21.3 24.2 18 26.6 22.9
(2)
2013...
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... (annual survey). (6) Part of the VDC services on total workforce: 12.1% in 2014; 11.5% in 2013; 11.8% in 2012. VDC, variable direct costs are Schneider Electric employees whose costs impact directly on the completion of business. They are included under « blue collar ». (7) Data includes service...
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... From partners Financial contribution per region (in %) Africa & Middle East America Asia Europe DONATIONS IN PRODUCTS OR SERVICES FOR A PARTNER/PROJECT OF THE FOUNDATION (in euro) Number of employees involved in the Foundation's actions
* Of which Square D/Schneider Electric North America.
5,494...
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....schneider-electric.com l www.teachers.schneider-electric.org
To contact us:
Email: [email protected] Mail: Schneider Electric Sustainable Development Department - 35, rue Joseph-Monier, CS 30323 - 92506 Rueil-Malmaison Cedex, France
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2
SUSTAINABLE DEVELOPMENT
INDICATORS
120
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... 7. Interests and compensation of Group Senior Management 8. Regulated agreements and obligations 9. Internal control and risk management 10. Application of the AFEP/MEDEF corporate governance guidelines 123 134 137
139 144
145
146 158 160
168
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... the preparation and organization of the work carried out by the board of directors, and the internal control and risk management procedures implemented by the company. The sections on governance structure, 1, 2, 3, 4, 7 (Group Senior Management compensation policy, Pension benefits and Compensation...
-
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... Commercial Code. She was appointed by the Annual Shareholders' Meeting on the recommendation of the supervisory boards of the FCPEs.
Year first term began
2013 2007 2011 2011 2005 2012 2012 2011 2001 2014 2005 1996 1998 2014 2007
Year current term expires
2017 2016 2015 2016 2016
Independent...
-
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... 3 of the board's internal regulations;
l hold an annual strategy session, over two full days, including a
« speed dating » session between the directors and the members of the Executive Committee;
l organize an information/training session for directors dealing
with Human Resources and CSR...
-
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...years), China (five years) and South Africa (one year). He held corporate positions from 1999 to 2001: Director in charge of Strategic Global Accounts and the "Schneider 2000+" strategic plan. From January 2002 to the end of 2003, he was Executive Vice-President of Schneider Electric's International...
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...1,000 Schneider Electric SE shares First appointed: 2011/Term ends: 2016 Directorships and other functions
l Currently:
Director of Schneider Electric SE and member of the Strategy Committee. - Other directorships or functions at listed company: Governance Chair and member of the board of directors...
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CORPORATE GOVERNANCE
THE BOARD OF DIRECTORS
Noël Forgeard*
Antoine Gosset-Grainville*
Age: 68
Business address: Arjil SA 84, avenue d'Iéna 75116 Paris 1,000 Schneider Electric SE shares First appointed: 2005/ Term ends: 2016 Directorships and other functions
l Currently:
Age: 48
Business ...
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3
CORPORATE GOVERNANCE
THE BOARD OF DIRECTORS
Magali Herbaut
Jeong H. Kim*
Age: 43
Business address: Schneider Electric Industries SAS 2 Chemin des sources 38240 Grenoble 3,726 (1) Schneider Electric SE shares First appointed: 2012/Term ends: 2017 Directorships and other functions
l Currently:
...
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... INDUSTRIAL N.V. Chief Human Resources Officer and member of the Group Executive Council of FIAT CHRYSLER AUTOMOBILES N.V. l Previous directorships and functions held in the past five years: Interim President of CNH Parts & Service.
Member of the supervisory board of Schneider Electric SA; member...
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... Board of Schneider Electric SA. On April 25, 2013, following the change in mode of governance of the company, he was appointed Vice-chairman Lead Director, a position he held until May 2014.
Note: bold indicates the names of companies listed on a regulated market. * An independent director...
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... functions
l Currently:
Director of Schneider Electric SE and Chairman of the Audit and risk committee. - Other directorships at a listed company: Director of Air Liquide. - Other directorships or functions: Director of Standard & Poor's Credit Market Services France SAS; Director of Monfinancier...
-
Page 134
..., Business Executives for National Security, New York Economics Club; Member of the Board of Directors of China European International Business School (C.E.I.B.S). l Previous directorships and functions held in the past five years: Member of the supervisory board of Schneider Electric SA.
Non...
-
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... that position and that of a member of the Board of Directors until his departure in 2012. Since 2012 Mr. Spierkel has been providing advisory and consulting services to private equity firms with investments in the information technology sector.
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... corporate and consolidated financial statements; l draw up management reports and reports for Shareholders'
Meetings;
Internal regulations and procedures of the board of directors
The board of directors adopted its internal regulations on April 25, 2013 and amended them on May 6, 2014 to change...
-
Page 137
... Management between the board meetings. Each year, a one-to-one session is organized between directors and members of the Executive Committee. For new directors, training and information sessions may be organized on the Group's strategy and businesses.
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
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... publication of the annual and interim financial statements, nor during the 16 days preceding the day following publication of a
quarterly update, nor may they engage in any type of speculative trading involving Schneider Electric SE shares (including margin trading, purchasing and selling shares...
-
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... for Group employees l discussed the transformation of the company to a European
Chairman and CEO (see above page 122);
l discussed the Governance and compensation committee's
report on the succession plan for corporate officers. It was informed of the work done by the Human Resources & CSR...
-
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...board also tracked business performance and examined the company's financial position. The board was informed of the Group's 2014 objectives. On February 19, 2014, the board of directors reviewed and approved the 2013 financial statements based on the Audit and risk committee's report and the report...
-
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... securities regulator, the AMF), member of the Executive board and Director of Finance, Control and Strategy of the AXA Group, and member of EFRAG (European Financial Reporting Advisory Group). He brings to the committee his vast financial expertise and excellent knowledge of accounting standards...
-
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... times. The average duration of the meetings was about 2 hours and 50 minutes and the average attendance rate was 89%. Each meeting was fully or partially attended by the Deputy CEO in charge of Finance, members of the Finance Department, the head
140
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... human resource requirements to carry out the
Group's strategy;
l adjustments to the status of the corporate officers; l the 2015 long-term incentive plan; l the launch in 2015 of a new Group employee share issue
(Wesop 2015); The committee also reported to the board on:
l the performance reviews...
-
Page 144
... board of directors; l changes in the organization and functioning of the board; l the
company's application of national and international corporate governance practices;
l the total value of attendance fees proposed to the Annual
Composition in 2014
The board of directors' internal regulations...
-
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... the board of directors' deliberations on strategic matters. For this purpose, it:
The rate of attendance of members of the committee was 95%. It reported on its work to the board at the February 19, May 6, October 28, and December 16, 2014 meetings.
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
-
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... in June 2003 and Group Deputy Managing Director in charge of Finance in 2006. He joined Schneider Electric in the first half of 2009.
Note: bold indicates the names of companies listed on a regulated market. (1) Held directly or through the FCPE.
144
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... of Schneider Electric Holdings Inc. and Chairman of the board of directors of Schneider Electric Asia Pacific. He receives compensation from these two companies for the last two functions. Emmanuel Babeau has an employement contract with Schneider Electric Industries SAS and is CEO of Invensys Ltd...
-
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... Group's economic performance (operating
margin, organic growth, cash generation ratio) and on their respective business as well as on the completion of the Connect Company program (customer satisfaction rate, solutions development, employee development) and social and environmental responsibility...
-
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... work activities. Group Senior Managers, who are not covered under the French Social Security system, are covered by pension plans in line with local practices in their respective countries. Executive directors no longer benefit from the defined benefit top-hat pension plan (article 39). The board...
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...GROUP SENIOR MANAGEMENT
On this basis, and noting that Jean-Pascal Tricoire waived payment of his attendance fees, attendance fees paid in 2013 and 2014 were as follows:
Corporate officers who are not directors...EUR103,000
EUR115,000
-
EUR7,250
148
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...AND COMPENSATION OF GROUP SENIOR MANAGEMENT
CORPORATE GOVERNANCE
Corporate officers who are not directors
Gregory SPIERKEL(2) ... member. (3) Magali Herbaut, who is also employed by a Group subsidiary, receives compensation for that employment.
3
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149
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... Schneider Electric perimeter with Invensys acquisition; and
l his positioning by reference to the market both for CEOs of
fixed part;
l For Individual objectives (30%), which are precised and as far
CAC40 companies and for CEOs of international companies (US and European) in the Group's business...
-
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...extension of Schneider Electric perimeter with Invensys acquisition; and
l his positioning by reference to the market both for financial
directors Deputy CEOs of CAC40 companies and for financial directors of international companies (US and European) in the Group's business segment based on a panel...
-
Page 154
... targets for organic growth in revenue, adjusted EBITA and cash generation; - for 30%, criteria that are in line with the company program Schneider is On and social and environmental responsibility, evaluated in particular through the new Planet & Society Barometer. 2) Individual objectives for 25...
-
Page 155
... are covered by the Group as well as, in 2014, the relocation costs linked to his professional mobility. Mr. Babeau may use the cars made available to Group Senior Management with chauffeur services. In addition, he has the use of a Company car.
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...on Capital employed) for the years 2014 and 2015 at current perimeter and level of the Planet & Society Barometer at the end of 2015
Performance conditions
Benefits granted to executive directors (situation on February 18, 2015)
Payments or benefits may be due in the event of termination or change...
-
Page 157
... SE and Schneider Electric Industries SAS employee benefit plans, which offers health, disability and death coverage, also have additional coverage for health, disability and death available to Group Senior Management under French contract, as well as Group personal accident insurance policies in...
-
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... OF GROUP SENIOR MANAGEMENT
under the Group's personal accident insurance policies is subject to the achievement of either of the two following performance conditions: (i) the average net profit for the last five financial years preceding the event is positive or (ii) the average free cash...
-
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... & Partner - Industry - IT - Energy - Global Solutions.
Compensation paid in 2014
Gross compensation, including benefits in kind, paid by Group companies in 2014 to members of Group Senior Management
3
Transactions in Schneider Electric SE shares by corporate officers during 2014 financial year...
-
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... 2012, upon renewal of his mandate as Chairman of the management board. Under the terms of his renewed or amended status in 2013 and approved by the General Assembly of May 6, 2014, Mr. Tricoire: 1) Who is covered under the Schneider Electric SE and Schneider Electric Industries SAS employee benefit...
-
Page 161
...and October 25, 2013, the board of directors adopted the status of Emmanuel Babeau who also had a work contract with Schneider Electric Industries SAS (of which he resigned on February 18, 2015) and a management contract with Schneider Electric Services International (who ended in June 2014) and has...
-
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... 4). Each manager is responsible for monitoring internal control in his or her area, at the different levels of the organization, as are all key internal control participants, in accordance with the tasks described below. reviews cover business trends, action plans, current results and forecasts for...
-
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... of Group trade account receivable risk and the
definition of the hedging policy to be implemented;
l the distribution of rules for financial risk management and the
security of incoming and outgoing payments;
l the annual review of financial structures - balance-sheet
Finance and Control - Legal...
-
Page 164
... of price sensitive information and during specified periods prior to (and until the day of) release of the Group's financial statements and quarterly information on sales.
Principles of Responsibility
See chapter Ethics & Responsibility, page 62.
162
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... this framework, business segment executives have the power to authorize the signature of product or service, purchase or
l accounting and financial cycles; l Human Resources, Information Systems, Legal and Tax cycles.
The Key Internal Controls are available to all units on the Group Intranet and...
-
Page 166
... management plans, business continuity plans, etc.) and coordinates the corporate crisis team (SEECC - Schneider Electric Emergency Coordination Center) each time that it is activated. The Security Department is integrated in the « Fraud Committee » alongside the Internal Audit Department and...
-
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... cycles, documentation, scope definition, work programs etc.);
l completed more than 80 on-site inspection missions in 2014 to
assess the level of internal control and the adequacy of action plans, issuing the necessary recommendations when needed.
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
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...the Group consolidated financial statements are
equity and the cash flow statement are the key control points. The internal controls used to confirm the existence, completeness and value of assets and liabilities are based on:
finalized a few weeks after the annual and half-year balance sheet date...
-
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...an understanding of the internal control and risk
Statutory Auditors' Report, prepared in accordance with article L. 225-235 of French Commercial Code (Code de commerce), on the report prepared by the Chairman of the Board of Directors of Schneider Electric S.E.
To the Shareholders, In our capacity...
-
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... the possibility to carry out a calculation of consistency in value for a certain length of time.
Stock options and performance shares The valuation of options and performance shares allocated must not depart from previous business practices.
168
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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 170
173
179 179 179
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4
BUSINESS REVIEW
TRENDS IN SCHNEIDER ELECTRIC'S CORE MARKETS
1. Trends in Schneider Electric's core markets
Industries and machine manufacturers
Industrial markets growth remained modest with varied positions among major regional blocks. In Western Europe market grew at a low pace. Fiscal ...
-
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..., as the company is not positioned in exploration, and has limited exposure to production. Schneider Electric has developed its presence in midstream and downstream in the recent years, thanks to the Telvent and Invensys acquisitions. Furthermore, a substantial share of company revenues is related...
-
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... in North America and Western Europe was offset by softer trends in Russia, Asia and Latin America. The migration to the Cloud and growth in hyper scale Data Centers accelerated, needing new customer engagement models as well as faster adaptation of our offer to leverage the full Schneider Electric...
-
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...consolidated financial statements
Review of business and consolidated statement of income
Changes in the scope of consolidation
Acquisitions
On January 17, 2014, the Group completed its acquisition of Invensys plc, a global automation player with a large installed base and a strong software presence...
-
Page 176
...strong installed base services and solid OEM demand. Growth in Western Europe was driven by export-oriented OEMs. North America benefited over the year from oil & gas investment and a solid OEM market, but observed a slowdown at the end of the year. In Asia-Pacific, South East Asia was robust, China...
-
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... the positive impact of Invensys consolidation. As a percentage of revenue, EBITA decreased to 12.7% in 2014 compared with 13.9% in 2013, in line with the lower Adjusted EBITA margin and with integration and restructuring costs higher than in 2013.
4
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
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... resilience in a low growth environment. Corporate costs amounted to EUR557 million for the year ended December 31, 2014 or 2.2% of Group revenues, a similar level as in the year ended December 31, 2013 (2.2% of Group revenues or EUR526 million).
176
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... 2013. This represented the share in net income attributable, in large part, to the minority interests of certain Chinese companies.
Profit for the period
Profit for the period attributable to the equity holders of our parent company amounted to EUR1,941 million for the year ended December 31, 2014...
-
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4
BUSINESS REVIEW
REVIEW OF THE CONSOLIDATED FINANCIAL STATEMENTS
Share of profit for the period attributable to the equity holders of our parent company on continuing operations
The share of profit for the period attributable to the equity holders of our parent company of continuing operations (...
-
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...
BUSINESS REVIEW
3. Review of the parent company financial statements
Schneider Electric SE posted total portfolio revenues of EUR1 million in 2014 compared with EUR10 million the previous year. Schneider Electric Industries SAS, the main subsidiary, did not pay dividends in 2014, nor in 2013...
-
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4
BUSINESS REVIEW
OUTLOOK
180
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... 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 182 184 186
188
189
248
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
-
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... intangibles) EBITA corresponds to operating profit before amortization and impairment of purchase accounting intangible assets and before goodwill impairment. The accompanying notes are an integral part of the consolidated financial statements.
182
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... parent l to non-controlling interests
* The 2013 figures were restated from discontinued operations and change in consolidation method disclosed in note 1. The accompanying notes are an integral part of the consolidated financial statements.
5
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-
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... activities Issuance of bonds Repayment of bonds Sale/(purchase) of own shares Increase/(reduction) in other financial debt Proceeds from issuance of shares Dividends paid: Schneider Electric SE Non-controlling interests Total III - Cash flows from/(used in) financing activities 24 24 2 12 13 13 12...
-
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... equivalents at January 1 Increase/(decrease) in cash and cash equivalents CASH AND CASH EQUIVALENTS AT DECEMBER 31
*
20
2,438
The 2013 figures were restated from discontinued operations and change in consolidation method disclosed in note 1.
5
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-
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...20 3,027 5,991 1,729 40 2,650 13,437 41,158
* The 2013 figures were restated from discontinued operations and change in consolidation method disclosed in note 1. The accompanying notes are an integral part of the consolidated financial statements.
186
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...
23 24
977 1,158 2,645 11,228 4 41,158
5
* The 2013 figures were restated from discontinued operations and change in consolidation method disclosed in note 1. The accompanying notes are an integral part of the consolidated financial statements.
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-
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... paid-in capital to retained earnings. *** The 2013 figures were restated from discontinued operations and change in consolidation method disclosed in note 1. The accompanying notes are an integral part of the consolidated financial statements.
188
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... Schneider Electric Group's consolidated financial statements for the financial year ended December 31, 2014 were drawn up by the board of directors on February 18, 2015. They will be submitted to shareholders for approval at the Annual General Meeting of April 21, 2015. The Group's main businesses...
-
Page 192
.... CST was reported in the Industry business of Schneider Electric. The CST activity was reclassified as discontinued operations in Group financial statements on full year 2014 (for EUR24 million net income) and on full year 2013 (for EUR443 million of revenues, EUR83 million of profit before tax and...
-
Page 193
... with other shareholders. Group investments in entities controlled jointly with a limited number of partners, such as joint ventures and alliances and companies over which the Group has significant influence (« associates ») are accounted for by the equity consolidation method. Significant...
-
Page 194
... to complete the project and to use or sell the resulting products;
l the Group has allocated the necessary technical, financial and
Leases
The assets used under leases are recognized in the balance sheet, offset by a financial debt, where the leases transfer substantially all the risks and...
-
Page 195
.... The cash-generating units in 2013 were Partner, Infrastructure, Industry, IT, Buildings and CST CGUs. In 2014, Schneider Electric decided to regroup its Buildings and Partner businesses into a single business to provide its customers a complete offer to address the buildings market; this led to...
-
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... regarding general financial and business conditions or demographics (i.e., changes in the discount rate, annual salary increases, return on plan assets, years of service, etc.) as well as experience adjustments are immediately recognized in the balance sheet as a separate component of equity in...
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...the amount of the benefit granted, re-measured 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).
1.22 - Financial liabilities
Financial liabilities primarily comprise...
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...Group's revenues primarily include merchandise sales and revenues from services and contracts.
Merchandise sales
Revenue from sales is recognized when the product is shipped and risks and benefits are transferred (standard shipping terms are FOB).
196
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... acquired.
Comparative data in 2013 did not require a change in 2014 because the impacts related to changes in fair value recognized as part of the acquisition price were not significant across the Schneider Electric Group balance sheet and income statement.
Dec. 31, 2014
Acquisitions Cash and...
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... offers of several activities from the Group;
l IT, which covers Critical Power & Cooling Services and three
Until 2013, Schneider Electric operations were organized in five businesses (Partner, Infrastructure, Industry, IT and Buildings), built around key technologies. In 2014, Schneider Electric...
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... l North America: United States, Canada and Mexico; l Asia-Pacific; l Rest of the World (Eastern Europe, Middle East, Africa, South America).
Non-current assets include net goodwill, net intangible assets and net property, plant and equipment.
Dec. 31, 2014 Western Europe
Revenue by country market...
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... United States, in France and in the United Kingdom.
The line « Others » includes in particular provisions for litigation or claims at December 31, 2014. In 2013, the line « Others » includes mainly provision for litigation or claims as well.
200
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... of the discount rate; l a 1.0 point decrease of the growth rate; l a 0.5 point decrease of margin rate.
Note 9
Other financial income and expense
Full year 2014 Full year 2013*
(12) (69) 7 (50) (35) (159)
Exchange gains and losses, net Financial component of defined benefit plan costs Dividends...
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... French subsidiaries it controls directly or indirectly through Schneider Electric Industries SAS.
10.1 - Analysis of income tax expense
Full year 2014
Current taxes France International Total Deferred taxes France International Total INCOME TAX (EXPENSE)/BENEFIT
*
Full year 2013*
(169) (562) (731...
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... 31, 2014
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 11 Goodwill
11.1 - Main items of goodwill
Group goodwill is broken down by business as follows:
Dec. 31, 2014, net Dec. 31, 2013, net*
Buildings & Partner Industry IT Infrastructure TOTAL
* The 2013 figures were restated from change in...
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...31, 2014
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 12 Intangible assets
12.1 - Change in intangible assets
Trademarks
GROSS VALUE Dec. 31, 2012 Acquisitions Disposals Translation adjustments Reclassification Changes in scope of consolidation and other Dec. 31, 2013* Acquisitions Disposals...
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... FINANCIAL STATEMENTS
Trademarks
NET VALUE Dec. 31, 2012 Dec. 31, 2013* Dec. 31, 2014
*
Software
167 168 163
Development projects (R&D)
945 1,053 1,239
Other
974 813 1,198
Total
4,519 4,280 5,061
2,433 2,246 2,460
The 2013 figures were restated from discontinued operations and change...
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... 31, 2014
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 13 Property, plant and equipment
13.1 - Change in tangible assets
Land
GROSS VALUE Dec. 31, 2012 Acquisitions Disposals Translation adjustments Reclassification Changes in scope of consolidation and other Dec. 31, 2013* Acquisitions...
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... TO THE CONSOLIDATED FINANCIAL STATEMENTS
Land
NET VALUE Dec. 31, 2012 Dec. 31, 2013* Dec. 31, 2014
*
Buildings
948 908 998
Machinery and equipment
1,047 1,027 1,062
Other
442 481 507
Total
2,622 2,595 2,751
185 179 184
The 2013 figures were restated from discontinued operations and change in...
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... statement of income for December 2013 corresponds to the share in net profit until March 28, 2013. (2) On October 1, 2014 the Group has reinvested approximately USD100m alongside Carlyle, PAI and CST management to own a shareholding of 30% of CST.
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... (2) Total unlisted AFS TOTAL AVAILABLE-FOR-SALE FINANCIAL ASSETS
(1) Companies purchased in 2014. (2) Gross unit value of less than EUR5 million.
(4) (9) (7) (7) (79)
14 10 1 12 24 276 333
The fair value of investments quoted in an active market corresponds to the price on the balance sheet date...
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... change in consolidation method disclosed in note 1.
Dec. 31, 2013*
1,355 284 1,340 378 94 3,451 (204) (8) (152) (10) (5) (379) 1,155 276 1,188 368 89 3,072
1,391 291 1,247 416 87 3,432 (196) (7) (182) (12) (8) (405) 1,195 284 1,065 404 79 3,027
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.... 31, 2014
Other receivables Other tax credits Derivative instruments Prepaid expenses TOTAL
* The 2013 figures were restated from the change in consolidation method disclosed in note 1.
Dec. 31, 2013*
299 686 191 194 1,370
347 1,036 98 248 1,729
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... with a par value of EUR4, all fully paid up. At December 31, 2014, a total of 626,439,033 voting rights were attached to the 584,691,142 shares outstanding. Schneider Electric's capital management strategy is designed to:
l ensure Group liquidity; l optimize its financial structure; l optimize the...
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... CONSOLIDATED FINANCIAL STATEMENTS
21.2 - Ownership structure
Dec. 31, 2014 Capital %
Blackrock, Inc. Capital Group Companies (1) CDC Employees Own shares (2) Treasury shares Public TOTAL 5.3 4.2 3.2 4.0 0.0 2.3 81.0 100.0
Dec. 31, 2013 Voting rights %
4.9 3.9 6.0 6.3 78.9 100.0
Number of shares...
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...31, 2014
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21.5 - Share-based payments
Current stock option and stock grant plans
The board of directors of Schneider Electric SE and later the management board have set up stock option and stock grant plans for senior executives and certain employees of...
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... on the achievement of annual objectives based on financial indicators.
In respect of subscription vesting conditions for current stock option plans, Schneider Electric SE has created 1,807,827 shares in 2014.
Change in the number of performance shares
Number of shares outstanding at Dec. 31...
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... Plan 17 Plan 17 bis Plan 18 Plan 18 bis TOTAL 7 8 16 20 15 20 86
Full year 2013
4 2 11 10 9 12 15 63
21.5.2 Worldwide Employee Stock Purchase Plan
Schneider Electric gives its employees the opportunity to become group shareholders thanks to employee share issues. Employees in countries that meet...
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... plans' cost for 2014 and 2013.
Full year 2014 Non leveraged plans
Plan characteristics Maturity (years) Reference price (euros) Subscription price (euros): between and Discount: between and Amount subscribed by employees Total amount subscribed Total number of shares subscribed (millions of shares...
-
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...31, 2014
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Full year 2014 Leveraged plans
Plan characteristics Maturity (years) Reference price (euros) Subscription price (euros): between and Discount: between and Amount subscribed by employees Total amount subscribed Total number of shares subscribed...
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...THE CONSOLIDATED FINANCIAL STATEMENTS
21.6 - Schneider Electric SE shares
At December 31, 2014, the Group held 13,296,614 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...
-
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...payments total EUR83 million in 2014, compared with EUR62 million in 2013.
Other post-employment and long-term benefits: including healthcare, life insurance and long service awards
The North American subsidiaries pay certain healthcare costs and provide life insurance benefits to retired employees...
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... net effect of Invensys acquisition on the balance sheet provision is EUR11 million, because obligations are totally covered by plan assets. Following the agreement reached with the Trustee of the Invensys Pension scheme in the UK on February 2014, Schneider Electric
SE guaranteed all obligations...
-
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... 961 (1) (198) 11 (74) 699 117 908 49 (706) (31) 1,036
Other post-employment and long-term benefits
(7) (4) (22) 32 (1) 6 52 (19) 38
Provisions for pensions & other post-employment benefits
954 (5) (220) 43 (74) 698 123 960 30 (706) (31) 1,074
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...for pensions and termination benefit obligations
Annual changes in obligations, the market value of plan assets and the corresponding assets and provisions recognized in the consolidated financial statements can be analyzed as follows:
Dec.31, 2014 Of which SE USA
1. Reconciliation of balance sheet...
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... FINANCIAL STATEMENTS
Full year 2014 Of which SE USA
4. Change in fair value of plan assets Fair value of plan assets at beginning of year Interest income Plan participants' contribution Employer contributions Benefits paid Actuarial gains/(losses) recognized in equity Changes in the scope...
-
Page 227
...-term benefits for active employees, notably long service awards in France. The healthcare plan amendment to limit the Group's obligations to current and future retirees in the US decreased the benefit obligation of EUR34 million for the full year 2013.
Full year 2014
2. Change in projected benefit...
-
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.... Provisions for customer risks also integrate the provisions for losses at completion for some of long term contracts, for EUR87 million.
identified products.
(d) Environmental risks
These provisions are primarily funded to cover cleanup costs.
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... Short-term portion of long-term debt Short-term debt TOTAL CURRENT AND NON-CURRENT FINANCIAL LIABILITIES CASH AND CASH EQUIVALENTS (SEE NOTE 20) NET DEBT
* The 2013 figures were restated from the change in consolidation method disclosed in note 1.
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... figures were restated from the change in consolidation method disclosed in note 1.
Dec. 31, 2013*
6,756 1,166 264 239 101 49 112 60 36 106 8,889
5,841 1,201 8 239 21 76 63 33 28 162 7,672
24.3 - Bonds
Dec. 31, 2014
Schneider Electric SE 2014 Schneider Electric SE 2015 Schneider Electric SE 2016...
-
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... information
At December 31, 2014 Schneider Electric had confirmed credit lines of EUR2,650 million, all unused. Loan agreements and committed credit lines do not include any financial covenants or credit rating triggers in case of downgrading in Company's long term debt.
Note 25 Other non-current...
-
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... CONSOLIDATED FINANCIAL STATEMENTS
Note 26 Financial instruments
The Group uses financial instruments to manage its exposure to fluctuations in interest rates, exchange rates and metal prices.
26.1 - Balance sheet exposure
Dec. 31, 2014 Breakdown by category Financial Availableliabilities for-sale...
-
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... the fair value, except for the bonds for which the amortized cost represents EUR6,422 million compared to EUR6,039 million reflected in the balance sheet. The 2013 figures were restated from the change in consolidation method disclosed in note 1.
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...191 101 (1) -
Fair value
Level 1
Level 2
Level 3
(1) Unlisted available-for-sale financial assets are tested once a year and impaired when necessary. * The 2013 figures were restated from the change in consolidation method disclosed in note 1.
232
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... primarily hedged by means of forward purchases and sales. Depending on market conditions, risks in the main currencies may be hedged based on cash flow forecasting using contracts that
expire in 12 months or less. Schneider Electric's currency hedging policy is to protect its subsidiaries against...
-
Page 236
...of changing interest rates. Interest rate risk on borrowings is managed at the Group level, based on consolidated debt and
taking into consideration market conditions in order to optimize overall borrowing costs. At December 31, 2014, most of the Group's bond debt was at fixed rate. As a result, an...
-
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...-based payment
Schneider Electric shares are hedged (cash flow hedges) in relation to the Stock Appreciation Rights granted to US employees, details are as follow:
Dec. 31, 2014
Outstanding shares Carrying amount Nominal amount 1,277,326 28 (57)
Dec. 31, 2013
1,843,846 46 (84)
26.4 - Financial...
-
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... 53,358
Production Administration TOTAL AVERAGE NUMBER OF EMPLOYEES By region: EMEAS* North America Asia-Pacific
* Europe, Middle-East, Africa, South America.
The increase in the average number of employees is primarily linked to the 2014 acquisitions.
27.2 - Employee benefits expense
Full year...
-
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... that the provisions recognized in the balance sheet, in respect to the known claims and litigation to
5
Note 30 Subsequent events
At the date of financial statements approval by the board of directors, there is no material subsequent event.
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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... o/w Schneider Electric SE o/w subsidiaries Related services o/w Schneider Electric SE o/w subsidiaries Audit sub-total Other services Legal, tax TOTAL FEES
12%
552 121 431
7%
1,900
97% 3% 100%
8,611 32 8,643
100% 100%
19,411 395 19,806
238
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...companies
The main companies included in the Schneider Electric Group scope of consolidation are listed below.
% Interest Dec. 31, 2014
Europe Fully consolidated Schneider Electric Energy Austria AG Schneider Electric Austria GmbH Schneider Electric Power Drives GmbH Eurotherm GmbH Invensys Systems...
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... SAS Schneider Electric Energy France SAS Schneider Electric France SAS Schneider Electric Holding Amérique du Nord SAS Schneider Electric Industries SAS Schneider Electric International SAS Schneider Electric Manufacturing Bourguebus SAS Schneider Electric SE (Holding Company) Schneider Electric...
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... Invensys Systems Italia SpA Wonderware Italia SpA Lexel Fabrika SIA Schneider Electric Baltic Distribution Center Schneider Electric Latvija SIA UAB Schneider Electric Lietuva Industrielle de Réassurance SA American Power Conversion Corp (APC) B.V. APC Holdings B.V. APC International Corporation...
-
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... Schneider Electric Ltd Serck Control and Safety Ltd M&C Energy Group Ltd Samos Acquisition Company Ltd BTR International Ltd BTR Property Holdings Ltd Imserv Europe Ltd Invensys Controls UK Ltd Invensys Holdings Ltd Invensys Systems (UK) Ltd Accounted for by equity method Aveltys Delta Dore Finance...
-
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... Invensys Group Services Mexico Invensys Systems Mexico SA Adaptive Instruments Corp. Schneider Electric IT America Corp. Schneider Electric IT Corporation APC Holdings Inc. Juno Lighting LLC Juno Manufacturing Inc. Lee Technologies Puerto Rico, LLC Schneider Electric IT Mission Critical Services...
-
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...TO THE CONSOLIDATED FINANCIAL STATEMENTS
% Interest Dec. 31, 2014
AST North America, LLC Invensys LLC Invensys Systems Inc. Siebe Inc. Stewart Warner Corp. Foxboro Controles SA Indusoft, Inc. Instep Software, LLC Schneider Electric Software, LLC Asia-Pacific Fully consolidated Schneider Electric IT...
-
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... Shanghai Invensys Process System Co., Ltd Clipsal Asia Holdings Limited Clipsal Asia Limited Schneider Electric IT Hong Kong Limited Schneider Electric (Hong Kong) Limited Schneider Electric Asia Pacific Limited Schneider Electric IT Business India Private Ltd Schneider Electric President Systems...
-
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... Ltd Wonderware Korea Co., Ltd Schneider Electric Lanka (Private) Limited Schneider Electric Taiwan Co Ltd Invensys Process Systems Taiwan Corp. Pro Face South East Asia Pacific Co. Ltd Schneider (Thailand) Ltd Schneider Electric CPCS (Thailand) Co. Ltd Invensys Process Systems (Thailand) Co., Ltd...
-
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... LLC Schneider Electric Pakistan (Private) Limited Schneider Electric Peru SA Invensys Process Systems del Peru SA Cimac Electrical and Automation LLC EPS Electrical Power Distribution Boards & Switchgear Ltd Telvent Saudi Arabia Co. Ltd AMPS Invensys Saudi Arabia Co., Ltd Schneider Electric South...
-
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... the Group to make these estimates.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
248
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... its fair presentation and its consistency with the consolidated financial statements. Courbevoie and Paris-La Défense, February 18, 2015 The statutory auditors French original signed by ERNST & YOUNG et Autre Yvon Salaün MAZARS David Chaudat
5
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5
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2014
STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
250
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-
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... the financial statements 4. Statutory Auditors' report on the financial statements 5. List of securities held at December 31, 2014 6. Subsidiaries and affiliates 7. The company's financial results over the last five years 252 254 255
266 268 269
271
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
-
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...,644 1.2 2,932 48 1,469 31,923 (48) (243) (27,765) 2,932 1,226 4,158 2,934 1,226 4,160 27,474 (27,474) -
The notes form an integral part of these Company financial statements.
252
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... and financial liabilities Current liabilities: Accounts payable - trade Accrued taxes and payroll costs Other 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
(15...
-
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6
COMPANY FINANCIAL STATEMENTS
STATEMENT OF INCOME
2. Statement of income
(in thousands of euros)
Note
2014
643
2013
5,998 -
Sales of services and other Reversals of provisions, depreciation and amortization and expense transfers Operating revenues Purchases and external expenses Taxes other ...
-
Page 257
... Employee Stock Purchase Plan, for EUR206 million;
l the
On April 25, 2014, Schneider Electric SE contributed its Invensys shares to the company SAMOS then its company SAMOS shares for EUR999 million to Schneider Electric Industries SAS through capital increase. On May 19, 2014, 2013 dividend...
-
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... THE FINANCIAL STATEMENTS
As part of the first application of the recommendation of the ANC No. 2013-02, the company has decided to account for all of these plans, all the unrecognized actuarial gains and losses and unrecognized past service costs as of the opening date of the year of change, that...
-
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... Shareholders' Meeting dated May 6, 2014, the company proceeded to the share buyback of 5,989,578 shares for a total amount of EUR370 million. These Schneider Electric SE shares were not allocated to performance shares plans and thus were accounted for as other investment securities.
2.3 - Advances...
-
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...TOTAL NET
Marketable securities primarily represent own shares held by the company for allocation to coming performance shares plans and, if appropriate, of stock-options.
Note 5
Advances to the Group cash pool
This item consists of interest-bearing advances by Schneider Electric SE to the Group...
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...2016 (JPY12 billion) Dec. 8, 2011 due 2016 (JPY10 billion) Sep. 27, 2012 due 2022 (USD800 million) Sep. 6, 2013 due 2021 (EUR600 million)
Dec. 31, 2013.... 31, 2014
1,215 2 2,466 5,763 11,999 (18) 561 (1,039) 2,764 2,443 2,140 1,333 1,280 30,907
6
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-
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...
of
share capital increase for the exercise of performance shares with an issuance of 1,807,827 new shares.
Own shares
The total number of own shares held at the reporting date stood at 13,296,614, representing a net amount of EUR582 million.
260
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... its financial position or income.
8.2 - Pension accruals
The company has various obligations towards its current and retired senior executives and managers. During 2012, the company closed the previous plan to new comers and implemented a new plan with progressing vesting rights based on seniority...
-
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... 2019 Schneider Electric SE 2016 Schneider Electric SE 2016 Schneider Electric SE 2022 Schneider Electric SE 2021
Fixed: fixed rate. Floating: floating rate.
Schneider Electric SE has issued bonds during past years on different markets:
l in the Unites States, through a private placement offering...
-
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... receivables Marketable securities Prepaid expenses Debt Bonds Bank loans Other borrowings Amounts payable to subsidiaries and affiliates Interest-bearing liabilities Accounts payable - trade Accrued taxes and payroll costs Other Deferred income
6
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-
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... orresponds to the consideration invoiced for the use of Schneider Electric trademark to Schneider Electric Industries SAS.
On December 31, 2014 a EUR18 million loss was booked on marketable securities on treasury shares of plans n°26 and n°27.
264
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... the board of directors, there is no material subsequent event.
18.2 - Consolidated financial statements
Schneider Electric SE is the parent company of the Group and accordingly publishes the consolidated financial statements of the Schneider Electric Group.
6
2014 REGISTRATION DOCUMENT SCHNEIDER...
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... standards applicable in France.
To the Shareholders, In compliance with the assignment entrusted to us by your Annual Shareholders' Meeting, we hereby report to you, for the year ended December 31, 2014 on:
l the audit of the accompanying ï¬nancial statements of Schneider
Company as at December...
-
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...of the shareholders has been properly disclosed in the report of the Board of Directors. Paris-La Défense and Courbevoie, March 13, 2015, The statutory auditors French original signed by ERNST & YOUNG et Autres Yvon Salaün MAZARS David Chaudat
6
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-
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...companies D. Investments in foreign companies Total Marketable securities 5,312,882 TOTAL Schneider Electric SE own shares 162,626 162,626 1,092 141,121 5,904,951 Schneider Electric Industries SAS Schneider Electric SE own shares 5,343,544 419,194 5,762,738
268
2014 REGISTRATION DOCUMENT SCHNEIDER...
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... of euros)
I. Detailed information on subsidiaries and affiliates with a carrying amount of over 1% of the share capital of Schneider Electric SE A. Subsidiaries (at least 50% owned) Schneider Electric Industries SAS 35, rue Joseph-Monier 92500 Rueil-Malmaison, France Cofimines Place du Champs-de...
-
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6
COMPANY FINANCIAL STATEMENTS
SUBSIDIARIES AND AFFILIATES
Gross
Loans and advances provided by the company Amount and still of guarantees given 2014 Revenues (ex. Net outstanding by the company VAT)
2014 Profit or loss (-)
Dividends received by the company during 2014
5,343,544
5,343,544
3,...
-
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...)
653
459
1,963
1,170
3,936
(1) Dividends on shares held in treasury on the dividend payment date and the associated withholding are credited to retained earnings. (2) Pending approval by the Annual Shareholders' Meeting of April 21, 2015.
6
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-
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6
COMPANY FINANCIAL STATEMENTS
THE COMPANY'S FINANCIAL RESULTS OVER THE LAST FIVE YEARS
272
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... shareholding 6. Performance shares and stock option plans 7. Disclosure of information required in accordance with article L.225-100-3 of the French Commercial Code 8. Stock market data 9. Investor relations 274 275 277 281
282 283
290 290 292
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
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... manufacturing, electrical distribution
and secured power supply;
l building control, automation and safety; l industrial control and automation, including software; l management of all types of data centers, networks,
equipment and other infrastructure; (ii) the acquisition, purchase, sale...
-
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... with the conditions prescribed by law. Meetings are held at the Company's head office or at any other place specified in the notice of meeting. The board of directors may decide, when each meeting is called, to organize the public retransmission of all or part of the meeting by videoconference...
-
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... owning at least 2.5% of the share capital, subject to compliance with the relevant provisions of the law. These provisions are from the Combined Annual and Extraordinary Shareholders' Meetings of June 27, 1995; May 5, 2000 and April 23, 2009.
276
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..., stock grants, performance shares and warrants would be 1.52% of share capital at December 31, 2014.
(plans 11 bis to 18 bis) relating to shares to be issued and to existing shares or shares to be issued whose type will be determined later;
7
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-
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... of the Company's share capital as of May 6, 2014 to be applied to the ceiling for the authorization given in 1 above. On July 30, 2013, the board of directors decided, and then ratified that decision on August 8, 2013, within the framework of the acquisition of Invensys plc by Schneider Electric by...
-
Page 281
...performance shares at the end of March 2015 within the limit of 2.9 million shares (0.49% of the capital) as part of the long-term incentive plan for 2015. (7) On the date of the 2014 Annual Shareholder's Meeting, i.e., a capital of EUR2,318 million.
7
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
-
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... of a capital increase when financing external growth,
- 10% of the issued share capital as of the date of the Annual Shareholders' Meeting, representing, on the basis of the issued share capital at February 27, 2015, a total of 58,479,552 Schneider Electric SE shares with a nominal value of EUR4...
-
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...
To the best of the company's knowledge, no shareholders other than Blackrock Inc., listed above, hold, either directly or indirectly, more than 5% of Schneider Electric's capital or voting rights.
Changes in holdings (for stake equal to or greater than 5%)
Date
December 3, 2014 October 22...
-
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... Group's last employee share issue took place in July 2014. This resulted in a subscription of 3.6 million shares. At December 31, 2014, Group employees held a total of 23.4 million Schneider Electric SE shares through the corporate mutual funds (FCPE) or directly, representing 4.01% of the capital...
-
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... Schneider Electric increases the number of beneficiaries of the annual plan. There were 2,846 beneficiaries in the framework of the 2013 long-term incentive plan and 3,222 in the framework of the 2014 long-term incentive plan. Allocations to Group Senior Management, including executive directors...
-
Page 286
...at 25% for Jean-Pascal Tricoire and 15% for Emmanuel Babeau;
l mandatory investment in Schneider Electric SE shares of 10% of
the selling price (net of taxes and contributions) of performance shares grants acquired through plans set up since 2009.
284
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-
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... made in May 2014. Number of options remaining to be exercised after deduction of all cancellations and exercises since plan implementation. Excluding restructuring costs. On the basis of a pre-defined and fixed list of 11 competitor companies.
7
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7
INFORMATION ON THE COMPANY AND ITS CAPITAL
PERFORMANCE SHARES AND STOCK OPTION PLANS
Details on outstanding options (2014)*
Number Number of options of options Options of which exercised cancelled outstanding at executive during the during the December 31, directors financial year financial year...
-
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... 31, tors(2) 2014 grant(5) 2014 criteria reached celled(1)
50% of the shares/100% for the management board and Executive Committee - 2012 and 2013(3) operating margin and change in the Planet & Society barometer at the end of 2013 As plan 11 with no performance conditions 50% of the shares/100% for...
-
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... for non-achievement of targets. (2) Rights after cancellations for non-achievement of targets. (3) Excluding restructuring costs. (4) Plans 13 bis and 14 bis include each one beneficiary. (5) Excluding rights created upon death and invalidity.
288
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...Exercise price/ Average weighted price
Plans
163,249
EUR37,66
28-30-31-33
Shares awarded to the ten most highly paid employees (non-executive directors)
Number
2014 Performance Shares grant (annual allocation on March 31, 2014) 212,500
Plan
18
7
2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC...
-
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... ceiling on voting rights when a public tender offer is successfully completed.
8. Stock market data
In France, Schneider Electric is listed on Euronext Paris (sub-fund A), where it is traded on a per-share basis under ISIN code FR0000121972. Schneider Electric SE shares are included on the CAC 40...
-
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... price in euros
Schneider Electric share
Index CAC 40
MONEP
Schneider Electric SE 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 262 and 263).
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... a shareholder's guide; l letters to shareholders; l information on financial results, corporate governance and
strategic updates through specific press releases available in a dedicated section on the corporate website: www.schneider-electric.com/finance/
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...December 2014) 3. Exhibits to the board of directors's report: internal regulations of the board and charter of the Vice-Chairman Lead Independent Director 4. Special report from statutory auditors 5. Draft resolutions Appendix 294
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... Electric Industries SAS. The dividend will be paid on May 5, 2015, according to the following schedule: Dividend ex-date Record date Dividend payment date Thursday, April 30, 2015 Monday, May 4, 2015 Tuesday, May 5, 2015 of
2011
Net dividend paid per share 1.70
2012
1.87
2013
1.87
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2014...
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... a result, the board of directors has decided to suppress this benefit granted to the two executive officers. This decision will result in a provision reversal of EUR17 million into the 2015 accounts. For other French executives who are entitled to such pension plan the Group's senior management has...
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... from this employment contract to give effect to the board of directors decision of February 18, 2015 to remove executive officers' entitlement to the article 39 plan. Consequently, the board of directors decided to reiterate the other elements of his status (benefits plan, involuntary severance...
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... 2017 to 2018 inclusive and which will be unavailable until 2020. These shares represent a value in IFRS of EUR430.000. In the definition of this complementary compensation, your board of directors has ensured its alignment with the shareholders'
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... under the France plan to Jean-Pascal Tricoire, in his capacity as Chairman of the board of directors of Schneider Electric SE. l These 42,000 performance shares were granted under the International plan to Jean-Pascal Tricoire in his capacity as Executive Director of Schneider Electric Asia Pacific...
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...defined-benefit pension plan (article 39) for the Group's senior executives under the French social security system. See Section 3-7 of the 2014 registration document Board decisions of 2009, 2012, and June 18-19, 2013 Date of approval by the Annual Shareholders' Meeting: 2009, 2012, and May 6, 2014...
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... by the Annual Shareholders' Meeting: April 25, 2013 Resolution number: 16th Date of the award decision by the board of directors: March 31, 2014.
3) Performance shares EUR1,448,460 for 26,000 performance shares according to the IFRS valuation
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... registration document). Date of board decision: June 18-19, 2013 Date of approval by the Annual Shareholders' Meeting: May 6, 2014 (4th Resolution) Mr. Babeau is entitled to the supplementary defined-benefit pension plan (article 39) for the Group's senior executives subject to the French social...
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... Commercial Code. The company buyback programs may have various objectives: to reduce capital stock, cover stock option plans or other share allocations to employees or corporate officers, fulfill obligations related to convertible bonds, engage in external acquisitions, and market making as part of...
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...for employees of foreign Group companies or entities set up on their behalf, within the limit of 1% of the share capital. Under these authorizations, at its meeting on December 16, 2014, the board of directors decided to renew the annual employee
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... set for the issuance of shares to employees who are members of the Employee Stock Purchase Plan. At the discretion of the board of directors, the issue price will be based on either (i) the opening or closing price of the company's shares quoted on the trading day on which the decision of the...
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... the directors. He ensured that there was no conflict of interest within the board of directors for which he would have been responsible for bringing to the attention of the Chairman.
(1) The term of office of Léo Apotheker will be renewed in 2016.
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... manages the board's works, and reports on these works at the annual general shareholders meeting. 3. The Chairman of the board of directors sets the agenda and the schedule for Board meetings with assistance from the Vice-Chairman-lead director.
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... necessary; - Convene general shareholders meetings; - Approve corporate and consolidated accounts; - Draw up management reports and reports for General Shareholders Meetings; - draw up management planning documents and the corresponding reports,
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...board of directors shall have the right to meet main company executives. They shall inform the Chairman serving as CEO (and, if appropriate, the CEO) thereof. The Chairman serving as CEO shall meet each member of the board individually once a year.
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... in Company shares can be taken into account. The Schneider Electric shares that they hold shall either be in purely registered (nominatif pur) or in managed registered (administré) form. 8. Members of the board of directors shall inform the financial market authority within the five trading days...
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...of financial authorizations submitted for approval at annual general shareholders meetings. The Audit committee shall examine all financial and accounting questions and questions related to risk-management submitted to it by the board of directors.
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... plans for key Group executives. The committee shall prepare the board of directors' deliberations on (i) employee shareholder development, (ii) reviews made by the board on social and financial impacts of major re-organization projects and major human resource policies, (iii) monitoring management...
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...Vice-Chairman shall meet any shareholder who wishes so and inform the board of their concerns on governance matters. 4. The Vice-Chairman-lead director must be an independent member of the board, as defined in the criteria published by the company.
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...Chairman & Chief Executive Officer) Your Board of Directors, in its meeting of February 18, 2015, decided that the corporate officers of the company shall no longer benefit from the article 39 top-hat pension plans established in 1995 and 2012. Consequently, the Board of Directors made the following...
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... Mr. Emmanuel Babeau (Executive Vice President in charge of finance and legal) Your Board of Directors, in its meeting of February 18, 2015, decided that the corporate officers of the company shall no longer benefit from the article 39 top-hat pension plans established in 1995 and 2012. Mr. Emmanuel...
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... Board of Directors (hereinafter "Maximum Amount"). The right to Compensation shall be granted in the following cases:
l dismissal, non-renewal or resignation as Chief Executive Officer
in the six months following a material change in Schneider
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... Shareholders' Meetings of April 22, 2010 and May 6, 2014) Person concerned: Mr. Emmanuel Babeau (Executive Vice President in charge of finance and legal) The Supervisory Board, at its meetings held on April 23 and December 17, 2009, authorized Mr. Emmanuel Babeau to benefit from the top-hat pension...
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... 39 pension plan (closed)
Persons concerned: Mr. Henri Lachmann (Vice-Chairman and Senior Director), Mr. Jean-Pascal Tricoire (Chairman and Chief Executive Officer) and Mr. Emmanuel Babeau (Executive Vice President in charge of finance and legal)
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... issue price within the annual legal limit of 10 percent of share capital;
l to delegate the board, with the right of subdelegation, for a
period of 26 months from the date of this shareholders' meeting, the authority to determine the terms of an issue of ordinary shares or securities giving access...
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...we hereby report on the proposal to issue ordinary shares or securities giving access to the share capital of the company, with cancellation of preferential subscription right reserved for: (i) employees and corporate officers of the Schneider Electric Group related to the company under the terms of...
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... to inform you of our opinion on the causes for and the terms and conditions of the proposed capital reduction. Your board of directors proposes that you delegate to the board, for a period of 24 months from the date of this shareholders' meeting, all powers to cancel, up to 10% of company capital...
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... presented in these reports concerning the compensation of the Vice-Chairman for his duties as Lead Director, and takes note of information concerning the agreements and commitments made in prior years and approved by the Shareholders' Meeting.
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..., pursuant to article L.225-209 of the French Commercial Code and of European Regulation no. 2273/2003, dated December 22, 2003, to acquire the Company's shares for the purpose of:
l Reducing the share capital within the maximum legal limit;
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... by the Shareholders' Meeting from April 25, 2013 as well as the twentieth resolution of this Shareholders' Meeting;
l hereby resolves that the securities granting access to shares of
the Company may consist, among others, of debt securities or
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...sub-delegate, to decide one or more capital increases by issuing, by means of public offering, in the amounts and at the times it sees fit, in France and/or abroad, common shares of the Company and any other securities issued for payment or free of charge giving access by any means, immediately and...
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... that the board of directors shall have full
authority, with the power to grant subdelegations of authority, to
l hereby resolves to fix at 26 months the period of validity of this
authorization starting from this Shareholders' Meeting.
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... Fifteenth
Resolution of the Extraordinary Meeting of April 25, 2013 for the amounts not used by the board of directors;
l hereby resolves to fix at 26 months the period of validity of this
authorization starting from this Shareholders' Meeting.
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... in accordance with this Resolution would make it possible for employees of subsidiaries located outside France to benefit from and take advantage of forms of shareholder incentive or investment or savings plans equivalent in terms of economic
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... statements and declarations for the purpose of cancelling the shares and making the capital reductions final and amending the Company's by-laws accordingly. This authorization shall be valid for 24 months from and after this Shareholders' Meeting.
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...-FOURTH RESOLUTION (Powers for formalities)
The Shareholders' Meeting confers full powers upon the bearer of a copy or excerpts of the minutes confirming these resolutions for purposes of accomplishing all legal and administrative formalities.
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... which it shall determine, which operate under the supervision of the Board of Directors. Each committee shall report its missions at the next board meeting. 7. The board of directors shall adopt its own rules of procedure governing its operation.
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... 20, 2014; the annual company financial statements and corresponding Auditors' reports provided in Chapter 6 of the registration document for the ended December 31, 2012, registered with Autorité des Marchés Financiers (AMF) under number D13-0196 on March 21, 2013; the annual company financial...
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... Courbevoie Represented by David Chaudat Alternate Auditors Auditex Thierry Blanchetier 1992 2004
Appointment expires
2016 2016
2010 2010
2016 2016
Ernst & Young et Autres and Mazars are members of the Auditor's Regional Company of Versailles.
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