Registration Document 2011 Financial and Sustainable Development Annual Report
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Registration Document 2011 Financial and Sustainable Development Annual Report Registration Document Schneider Electric SA In Bangladesh, in the village of Saharial, 40 kilometers away from the capital city Dhaka, Schneider Electric is partnering with Grameen Shakti to provide families with reliable, affordable, and clean energy. It is part of our worldwide effort to help people make the most of their energy. Message from Jean-Pascal Tricoire 2 5 Consolidated financial statements 151 Message from Henri Lachmann 4 1. Consolidated statement of income 152 Interview with Emmanuel Babeau 5 2. Consolidated statement of cash flows 154 Leadership team 6 3. Consolidated balance sheet 156 Key figures 2011 8 4. Consolidated statement of changes in equity 158 2011 in brief 11 5. Notes to the consolidated financial statements 159 6. Statutory Auditors’ report on the consolidated financial statements 217 1 Description of the Group, and its strategy, markets and businesses 15 6 Company financial statements 219 1. Global specialist in energy management 16 1. Balance sheet 220 2. Leader in an industry of the future 21 2. Statement of income 222 3. R&D Strategy 26 3. Notes to the financial statements 223 4. Organisational simplicity and efficiency 31 4. Statutory Auditors’ report on the financial 5. Risk factors 34 statements 234 5. List of securities held at December 31, 2011 235 6. Subsidiaries and affiliates 236 Sustainable development 43 7. The Company’s financial results 2 over the last five years 238 1. Sustainable development at the heart of our strategy 44 2. Green and responsible growth driving economic performance 52 3. Schneider Electric’s Commitment 7 General presentation to Environmental Performance 60 of Schneider Electric SA 239 4. Committed to and on behalf of employees 70 1. General information on the Company 240 5. Schneider Electric, a responsible corporate citizen 81 2. Shareholders’ rights and obligations 241 6. Methodology and audit of indicators 90 3. Capital 243 7. Indicators 98 4. Ownership structure 247 5. Employee profit-sharing, stock ownership 248 6. Performance share grants and stock option plans 249 3 Corporate governance 107 7. Disclosure of information required in accordance with article L.225- 100-3 1. Supervisory Board** 108 of the French Commercial Code** 255 2. Organisational and operating procedures 8. Stock market data 255 of the Supervisory Board** 116 9. Investor relations 257 3. Supervisory Board meetings** 117 4. Supervisory Board committees (members, operating procedures and meetings)** 119 5. Management Board members 121 Annual and Extraordinary 6. Organisational and operating procedures 8 Shareholders’ Meeting 259 of the Management Board 123 1. Management Board report 260 7. Declarations concerning the situation of the members of the Supervisory Board 2. Supervisory Board’s comments and Management Board 123 on the Management Board’s report, mode in accordance with article L . 225- 68 8. Management interests and compensation 124 of the French Commercial Code 264 9. Regulated Agreements 132 3. Auditors’ special reports 264 10. Internal control and risk management** 133 4. Resolutions 268 11. Application of the AFEP/MEDEF corporate governance guidelines** 141 Persons responsible for the Registration Document 273 4 Business review 143 1. Trends in Schneider Electric’s core markets 144 2. Review of the consolidated financial statements 146 3. Review of the parent company financial statements 150 4. Review of subsidiaries 150 5. Outlook 150 Registration Document 2011 Financial and Sustainable Develo pement Annual Report All of Schneider Electric’s regulated information is available on the corporate website at www. schneider-electric.com, Finance section. The Business and Sustainable Development Report is available at www. schneider- electric. com, Sustainable Development and Foundation section. This Registration Document was fi led with the Autorité des Marchés Financiers on March 22 , 2012 , in compliance with article 212-13 of the AMF’s general regulations. The issuer prepared this document and the signatories are responsible for the information herein. It may not be used in connection with any fi nancial transactions unless it is accompanied by an Offering Circular approved by the AMF. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 1 MESSAGE FROM JEAN-PASCAL TRICOIRE PRESIDENT AND CEO Message from > Jean- Pascal Tricoire PRESIDENT AND CEO 2011 was a defi ning year for Schneider Electric, a year characterised We also accelerated the deployment of our strategy by making by strong growth, reactivity to many unexpected external events, an targeted acquisitions in line with our strategic priorities: develop intense deployment of our strategy and the successful closing of the solutions, grow in new economies and secure market leadership. We One company programme. completed a few strategic acquisitions in new economies, allowing us to double our size in India, gain signifi cant presence in Brazil First of all, 2011 was an incredibly busy and meaningful year from and expand our coverage in China. By business , we boosted our an operational point of view. We generated robust organic growth, expertise in solutions and services, especially with the acquisition of at 8.3%, reported 14% total growth and changed size. For the fi rst Telvent. We have put in place dedicated teams to execute integration time, our sales exceeded the EUR 22 billion mark. This translated with discipline, building on our proven capabilities to welcome new into record profi ts and strong cash generation, particularly in the people & technologies in our Group. second half, achieved despite unprecedented headwind of raw material infl ation, major disruptions of our supply chain following the We fi nalized the construction of a new world leading business in tsunami in Japan, the welcomed but faster than expected take-off our portfolio, Infrastructure, by integrating the Distribution branch of solutions in our business portfolio, and the weakening of Europe. of Areva into Schneider Electric medium voltage division and by We reacted to those events swiftly, proved once again our pricing acquiring Telvent. Telvent marks a major step of our development power, the fl exibility and reactivity of our supply chain, the resilience in energy management and brings needed capabilities in the fi eld of of our cash generation, while developing our S olution business in smart cities, smart grid, critical infrastructure and software. Our new an aggressive but controlled manner. 2011 performance allows infrastructure business is already a world leader in its fi eld, delivering us to propose to our shareholders a dividend of EUR 1.70, which high synergies and very promising operating results in its fi rst year of represents a payout of 50% of net income. integration in Schneider Electric. 2011 was also characterized by an intense deployment of our We also kept progressing on the development of solutions to strategy. save energy and carbon, and to reinforce our Corporate Social Responsibility commitment. We continued to promote the We realized strategic investments for organic growth in new principles of the UN Global Compact within our company and with economies and solutions. As a result, our presence in new our suppliers. Our Planet & Society Barometer performance has economies grew to about 40% of sales and our solution business exceeded its three- year target. Our BipBop programme towards to 37% of sales. These growth engines grew three times faster than access to energy has enabled us to connect a million households mature countries and two times faster than products respectively. to electricity and train 12,000 underprivileged people in energy Our solutions business has been supported by the successful management related trades. In the frame of BipBop, we have also launch of our integrated hardware and software architecture of launched an impact-investment fund to support local entrepreneurs effi ciency, EcoStruxure. In 2012, we’ll leverage this key differentiator around energy activities. Our commitment has been recognised by by releasing our associated core software suite, StruxureWare. many awards and presence in large sustainability rankings. We were This way, we shall provide our customers a radical innovation in honoured to receive such prestigious awards as the Gigaton Award, the way they design, commission and operate their business while the Zayed Future Energy Prize and the Human Capital Trophy. We addressing their effi ciency issues. In new economies, the success were also very pleased to be part of the Dow Jones Sustainability refl ects our continuous effort to grow our commercial presence Index World, the Carbon Disclosure Project and the Top 100 most everywhere, to go deeper into the countries, to nurture partnerships sustainable companies in the world. We are very proud of these and develop offerings totally adapted to the needs of local markets. 2 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC MESSAGE FROM JEAN-PASCAL TRICOIRE PRESIDENT AND CEO distinctions that are both an achievement and an encouragement environment of development and performance through training, to keep on doing better. diversity, cross-business mobility, empowerment and increased engagement in corporate social responsibility. Connect for Effi ciency 2011 was also the year we ended our three-year company aims at extracting superior effi ciency from the transformation to One programme One. One has been an unprecedented transformation Schneider Electric. for Schneider Electric and