Rueil-Malmaison (France), May 7, 2014 – The shareholders of Schneider Electric SA met in the combined ordinary and extraordinary Annual Meeting, chaired by Jean-Pascal Tricoire, Chairman and CEO, on May 6, 2014 to hear the reports of the Board of Directors and statutory auditors, and amongst others to approve the 2013 financial statements, to adopt the change of legal structure to a European Company (Societas Europaea) and to give their opinion on executive directors’ compensation.
I. Strategy of the Group, Performance in 2013
During the meeting, Jean-Pascal Tricoire, Chairman and CEO, presented his strategic vision for the Group, global leader in energy management and efﬁciency technologies. The Group which is benefiting from its two strong and complementary business models (products and solutions) further increased its global reach with 43% of 2013 revenues in new economies. In order to strengthen its market position, Schneider Electric has continued to invest in innovation and in its capabilities in solutions and services. The acquisition of Invensys closed in January 2014 contributed also to consolidate the Group’s offering, in particular in its ability to offer automation and software for all industrial markets.
Jean-Pascal Tricoire explained the new phase in the development of the Group, after a decade of building its portfolio of activities. Priority is given to organic growth and optimization of the return on capital employed thanks to a better efficiency in the Group and higher integration of the companies and capacities within it.
Emmanuel Babeau, Deputy CEO in charge of Finance and Legal Affairs presented the results for 2013 and commented on the Group performance for the first quarter of 2014. Based on the trends seen in the first quarter, the group objectives for 2014 are confirmed:
- low single-digit organic growth in revenue
- 0.4 pt to 0.8 pt improvement of the adjusted EBITA margin vs. the 2013 proforma level¹ excluding the currency impact. The negative currency impact is currently estimated at ~0.4 pt, with most of the impact concentrated in H1.
Henri Lachmann, Vice-chairman Lead Director, presented the new organization of the governance put in place in 2013 in order to guarantee an independent control of general management and the chairman and CEO. He highlighted it was operating effectively.
Serge Weinberg, Chairman of the Remunerations, human resources and CSR committee presented, in line with the recommendations of the code AFEP/MEDEF, the elements of the executive directors’ compensation.
II. Key results of the vote at the Annual Shareholders’ Meeting:
The quorum of the assembly reached 59.77%. Shareholders approved all of the resolutions on the agenda. They have thus:
- approved the 2013 financial statements and the payment of a dividend of €1.87 per share payable on May 19, 2014.
- given a favorable opinion on the elements of the executive directors’ compensation and approved the benefits granted to the executives directors under the framework of the conventions and statutory commitments.
- carried on a partial renewal of the Board of Directors, with notably the appointment of two new directors: Ms Linda Knoll and Ms Lone Fønss Schrøder. These nominations fall within the objectives to internationalize, rejuvenate and increase gender balance within the board.
- approved the transformation of the company’s corporate form in a European Company (Societas Europaea), better reflecting the European and international nature of Schneider Electric.
- authorized the company to undertake capital increases reserved to its employees
- renewed the financial authorization for share buy-back within the limits of 10% of the number of shares forming the share capital of the company and at a maximum price of 80 euros per share.
The full results of the vote are posted on the Group website www.schneider-electric.com
The presentation and the replay of the video webcast of the Annual Shareholders’ Meeting are available on our website at www.schneider-electric.com/finance
Half-year financial results and second quarter sales will be released on July 30, 2014.
¹ The 2013 proforma adjusted EBITA margin including the last 12 months of Invensys (without Appliance) to September 2013 and the full consolidation of Electroshield - TM Samara is ~14.0%.
About Schneider Electric
As a global specialist in energy management with operations in more than 100 countries, Schneider Electric offers integrated solutions across multiple market segments, including leadership positions in energy and infrastructure, industrial processes, building automation, and data centres/networks, as well as a broad presence in residential applications. Focused on making energy safe, reliable, efficient, productive and green, the company's 150,000 plus employees achieved sales of 24 billion euros in 2013, through an active commitment to help individuals and organizations “Make the most of their energy.”