Written questions received before AGM
On April 7th, 2017, the board received a letter from M. Sebastien Groyer representing EQUINOMY, shareholder holding one share of the company, asking the two following questions:
1. You organize every year a general meeting for the shareholders to approve the way the Group was managed in the previous year and also to elect periodically the members of the board. Why don’t you also ask your clients to give their opinion on the board members’ election? Since they are those who after all ensure the Group’s prosperity with their orders, it would be legitimate that they express their views on this designation in order to defend their interest and ensure a good corporate balance.
2. Air France communicated last year on the existence of a red seat at its Board, a seat representing the client which unfortunately remained empty. Will this idea be soon put in place at your Board, and even better, do you intend to fill it in with one of your clients’ representatives?
After deliberation thereon, the board wishes to bring the following answers, which will be put on line on the company’s website and communicated to the shareholders at their ordinary and extraordinary general meeting today at 3pm.
Answers from the board of directors:
The composition of the Schneider Electric’s board is the shareholders’ prerogative. In the candidate selection process, the board has always prioritized diversity, competence and independence. The addition of a client to the board is not in line with these priorities and governance best-practices which require the board members to not have potential conflicts of interest, which could arise from business relationships.
Moreover, Schneider Electric has thousands of customers in 190 countries and electing one of them to the board is not the best way to represent them all.
Nevertheless, clients’ interests are strongly considered since Schneider Electric’s board comprises former representatives of several clients of the Group. Additionally, beyond their representation at the board, customers vote every day for or against Schneider Electric through their decision to make or not make orders.