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    Board of Directors

Composition of the Board of directors

The Board of directors shall comprise at least 3 and up to 18 members, all of whom must be natural persons elected by the Shareholders’ Meeting. However, in case of death or resignation of a member, the Board may co-opt a new member. This appointment is then subject to ratification by the next Shareholders’ Meeting. 

As of April 24, 2018 at the end of the Annual Shareholders’ Meeting, the Board of directors has 13 directors.

Pursuant to the internal regulations, each director must hold at least 1,000 Schneider Electric SE shares throughout his/her term.

Directors are appointed for four-year terms (renewable). However, from the age of 70, directors are re-elected or appointed for a period of two years. No more than a third of the directors may be aged 70 or over.

Board of directors’ members as of April 24, 2018 at the end of the Annual Shareholders’ Meeting
  • Jean Pascal Tricoire
  • Léo Apotheker
  • Betsy Atkins
  • Cécile Cabanis
  • Antoine Gosset-Grainville
  • Fred Kindle
  • Willy Kissling
  • Linda Knoll
  • Ma Xiaoyun
  • Patrick Montier
  • Fleur Pellerin
  • Anders Runevad
  • Gregory Spierkel

As on April 24, 2018, the average age of the Directors is 57.5.

Eight directors, or 61.5% of the Board members, are of non-French origin or nationality (German: Mr. Léo Apotheker who also has the French nationality; American: Mrs. Betsy Atkins, Mrs. Linda Knoll; Canadian: Mr. Gregory Spierkel; Chinese: Mrs. Ma Xiaoyun; Liechtenstein: Mr. Fred Kindle; Swedish: Mr. Anders Runevad; Swiss: Willy Kissling). 

One director, Mrs. Ma Xiaoyun, represents the employee shareholders in accordance with the provisions of article L.225-23 of the French Commercial Code. She was appointed by the Annual Shareholders' Meeting on the recommendation of the supervisory boards of the FCPEs.

One director, Mr. Patrick Montier, represents employees in accordance with the provisions of article L.225-27-1 of the French Commercial Code. He was appointed by the most representative trade union organization at the Group level in pursuance of Article 11.4 of the articles of association.

In addition, the Board of Directors, at its meeting of October 24, 2018, decided to appoint Mr. Lip-Bu Tan as a non-voting director effective immediately. This appointment is in line with the objective of the Board to strengthen its composition with digital/tech profiles and personalities having a good knowledge of the global business environment. The appointment of Mr. Lip-Bu Tan as an independent director will be proposed at the 2019 Annual Shareholders’ Meeting. His biography is available on page 6 of the press release relating to 2018 Q3 revenues.

Press release relating to 2018 Q3 revenues >


Independent Directors

Each year, as recommended by the AFEP/MEDEF corporate governance Code of listed corporations and based on the report of the Governance Committee, the Board includes an item on the agenda to review the independence criteria vis-à-vis its members.

As of April 24, 2018 at the end of the Annual Shareholders’ Meeting, 9 directors out of 11 are independent according to the definition contained in the AFEP/MEDEF corporate governance Code of listed corporations (the director representing the employee shareholders and the director representing employees being not taken into account for the calculation of this ratio), i.e. 82%. These are Mr. Léo Apotheker, Mrs. Betsy Atkins, Mrs. Cécile Cabanis, Mr. Antoine Gosset-Grainville, Mr. Fred Kindle, Mrs. Linda Knoll, Mrs. Fleur Pellerin, Mr. Anders Runevad and Mr. Gregory Spierkel.

In addition, Jean-Pascal Tricoire, as Chief Executive Officer, Ma Xiaoyun, as employee shareholder representative, Mr. Patrick Montier, as employee representative, and Willy Kissling, who has served on the Board for over 12 years, are not considered to be independent directors under the AFEP/MEDEF Code.

Missions of the Board of directors

The Board of directors shall determine the strategic orientation of the Company’s business and oversee implementation thereof. It shall examine any and all matters related to the efficient operation of the business and make decisions about any and all issues concerning the Company, within the limits of the corporate purpose, except for those matters which, by law, can only be decided on by the shareholders in a Shareholders’ Meeting.

Specific powers are vested in the Board of directors under French law and the company’s articles of association. These include the power to:
  • determine the method of exercising the Senior Management of the Company;
  • appoint executive corporate officers and also remove them from office (Chief Executive Officer and deputy Chief Executive Officers) as well as to set their compensation and the benefits granted to them;
  • co-opt directors whenever necessary;
  • call the Shareholders’ Meetings and, as applicable, the Bondholders’ General Meetings;
  • approve the corporate and consolidated financial statements;
  • draw up management reports, corporate governance reports in the meaning of article L.225-37 of the French Commercial Code and reports for Shareholders’ Meetings; draw up management forecast documents and the corresponding reports;
  • draw up management forecast documents and the corresponding reports;
  • decide on the use of authorizations granted at Shareholders’ Meetings, more particularly for increasing company’s capital, buying back the company’s own shares, carrying out employee shareholding transactions and cancelling shares;
  • authorize the issue of bonds;
  • decide on the allocation of options or free/performance shares within the limits of authorizations given at Shareholders’ Meetings;
  • authorize regulated agreements (agreements covered by article L.225-38 et seq of the French Commercial Code);
  • authorize the issue of sureties, endorsements and guarantees;
  • decide on the dates for the payment of dividends and any possible interim dividends.

The Board of directors may appoint between one and three non-voting members and decide to create board committees. It draws up internal rules. It determines the allocation of attendance fees; the total amount is determined by the Shareholders’ Meeting.

Missions of the Vice-Chairman lead director

The Vice-Chairman:
  • is kept informed of major events in Group’s life through regular contacts and monthly meetings with the Chairman, as well as contacts with the Group’s leading managers and company sites visits. Furthermore, he can attend to any meetings of committees of which he is not a member.
  • may answer to the questions from shareholders and meet them on governance matters when he appears as the relevant contact person to do so;
  • reports to the Chairman on the conclusions of “executive sessions” (see below);
  • draws up the agenda of the Board jointly with the Chairman;
  • chairs the Governance and Remunerations committee which, based on the annual assessment of the Board of directors and of the Chairman, proposes every year to the Board to combine or not the functions of Chairman and Chief Executive Officer and, as may be required, makes proposal for succession of one or the other function;
  • chairs “executive sessions” with non-executive members of the Board of directors, i.e. without the Chairman and the Deputy CEO;
  • conducts the assessments of the Board of directors;
  • draws the attention of the Chairman and of the Board of directors to any possible conflict of interest that he may have identified or which may be reported to him;
  • reports on his actions at General Shareholders’ Meetings.

Charter of the Vice-Chairman Lead Director >

Information on the Board of directors

Schneider Electric SE applies the following rules to ensure the Board of directors is properly informed: members of the Board have access to a dedicated secure website on which they receive or can peruse, in principle, 10 days before each board meeting, the agenda of the meeting and the draft minutes of the previous meeting and, four to five days before, documentation for the board meeting. The documentation includes a quarterly activities report, presentations on items scheduled on the agenda or notes and, as appropriate, draft social and consolidated financial information. A supplementary file may also be provided at the meeting.

Executive Committee members are invited, depending on the subject, to present the major issues within their area of responsibility.

The statutory auditors attend the part of the Board’s meetings at which the annual and interim financial statements are reviewed.

Between each meeting of the Board of directors, aside from interviews that they may have with the Chairman and CEO, directors receive an information letter (drafted exclusively for their attention), a weekly press review, all of the company’s press releases, financial analysts’ reports,….

Members also have the opportunity to meet informally with key members of Senior 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.

Self-assessment of the Board of directors

The AFEP/MEDEF corporate governance Code of listed corporations provides that the Board of directors shall perform a formal self-assessment at least once every three years. Pursuant to its internal regulations, Schneider Electric SE’s Board of directors annually reviews its composition, organization and operations, as well as those of its committees. This yearly assessment alternates each year between a written questionnaire sent to the Board’s members and an individual interview with each member. The evaluation is conducted under the leadership of the Vice-chairman independent lead director. 

The Board of directors decided to carry out a formal self-assessment in 2017, under the Governance and remunerations committee’s supervision with the assistance of an independent consultancy firm selected pursuant to a tender process. The self-assessment consisted in thorough individual interviews with each director. They were led in October and November 2017 on the basis of a detailed questionnaire covering the governance in all its dimensions: methods of exercising general management, composition of the Board, efficiency of the mode of operation of the Board and its committees, relationships with the General Management, shareholders and stakeholders. The assessment also covered the individual contribution of the members of the Board. The external consultant reported the conclusions of this assessment to the Governance and remunerations committee on December 13, 2017 and on December 14, 2017 to the Board of directors.

The conclusion of the self-assessment was a unanimous very positive opinion on the composition and the mode of operation of the Board of directors and its committees. Consistent with the conclusions of the previous formal self-assessment carried out in 2015, directors highlighted the robustness of governance thanks to a management that is “open and transparent”, a Vice-chairman independent lead director committed in its liaison role between the Chairman and the directors, and a Board of directors that is dedicated and efficient, the combination ensuring a very satisfactory balance of powers.
The mutual trust between the Board and the management and the quality of the Strategy Session were also highlighted.

The external assessment report concludes:
“The Board of Schneider Electric is an efficient board with a well- balanced governance, supported by a diverse composition, productive and engaged committees and an open and transparent management. When benchmarked to board best practices, it ranks at the top”.
Without prejudice to the general conclusions, this formal assessment confirmed the importance of the continuity of the “refreshment” plan, which aims at reinforcing skills in the field of new technologies and the knowledge of Asian market. The Board also expressed the wish to add a French personality with an international stature. The 2 new board members elected by the Shareholders’ Meeting of April 24, 2018 meet these needs.
This formal assessment suggested other improvements and was duly followed by the approval by the Board of directors of the corresponding action plan. The internal regulations of the Board of directors and the composition of the committees have been modified to reflect the adopted changes (Internal regulations of the Board of Directors). The follow-up of the action plan will be made during the self-assessment to be conducted in 2018.


To know more about the board’s committees  >

Releases on regulated agreements  >

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Governance
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