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.

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.

As of May 4, 2023, the Board of Directors comprised 16 members out of which 3 are Employee Director or Employee Shareholders’ representative Director:

• Jean Pascal Tricoire, Chairman of the Board

• Fred Kindle, Vice-Chairman & Lead Independent Director

• Léo Apotheker, Director

• Nive Bhagat, Independent Director

• Cécile Cabanis, Independent Director

• Giulia Chierchia, Independent Director

• Rita Felix, Employee Director

• Linda Knoll, Independent Director

• Jill Lee, Independent Director

• Xiaoyun Ma, Employee Shareholders' representative Director

• Anna Ohlsson-Leijon, Independent Director

• Abhay Parasnis, Independent Director

• Anders Runevad, Independent Director

• Gregory Spierkel, Independent Director

• Lip-Bu Tan, Independent Director

• Bruno Turchet, Employee Director

As of May 4, 2023, the average age of the Directors is 56.

Thirteen Directors, or 81% of the Board members, are of non-French origin or nationality (German: Mr. Léo Apotheker who also has the French nationality; American: Mrs. Linda Knoll, Mr. Abhay Parasnis and Mr. Lip-Bu Tan; British: Mrs. Nive Bhagat; Canadian: Mr. Gregory Spierkel; Chinese: Mrs. Xiaoyun Ma; Italian: Mrs. Giulia Chierchia who has also the Belgian nationality; Portuguese: Mrs. Rita Felix; Singaporean: Mrs. Jill Lee; Swedish: Mrs. Anna Ohlsson-Leijon and Mr. Anders Runevad; Swiss: Mr. Fred Kindle).

One Director, Mrs. Xiaoyun Ma, represents the employee shareholders in accordance with the provisions of Articles L. 225-23 and L. 22-10-5 of the French Commercial Code. She was elected by the Annual Shareholders' Meeting on the recommendation of the supervisory boards of the FCPEs.

Two Directors, Mrs. Rita Felix and Mr. Bruno Turchet, represent employees in accordance with the provisions of Article L. 225-27-1 of the French Commercial Code. Mrs. Rita Felix was appointed in 2020 by the European Works Council and Mr. Bruno Turchet in 2021 by the most representative trade union organization at the Group level in pursuance of Article 11.4 of the Articles of Association.

 
Independent Directors

Each year, as provided under the AFEP/MEDEF corporate governance Code of listed corporations and based on the report of the Governance, Nominations & Sustainability Committee, the Board of Directors dedicates one of the points on its agenda to the qualification of its members as independent with regard to the criteria for independence set out in Article 10.5 of the Code.

As of May 4, 2023, 11 Directors out of 13 are independent according to the definition contained in the AFEP/MEDEF corporate governance Code of listed corporations (the Employee Shareholders' representative Director and the Employee Directors are excluded from the calculation of this ratio), i.e. 85%. These are Mrs. Nive Bhagat, Mrs. Cécile Cabanis, Mrs. Giulia Chierchia, Mr. Fred Kindle, Mrs. Linda Knoll, Mrs. Jill Lee, Mrs. Anna Ohlsson-Leijon, Mr. Abhay Parasnis, Mr. Anders Runevad, Mr. Gregory Spierkel, and Mr. Lip-Bu Tan.

In addition to Mr. Jean-Pascal Tricoire, as former Chief Executive Officer, to Mrs. Xiaoyun Ma, as Employee Shareholders' representative, to Mrs. Rita Felix and Mr. Bruno Turchet, as Employee representatives, Mr. Léo Apotheker, who has served on the Board for over 12 years, is not considered to be independent Director under the AFEP/MEDEF Code.

The Board of Directors shall determine the business strategy of the Company and monitors its implementation, in accordance with its corporate interest and while considering its social and environmental aspects. Subject to the powers expressly conferred to annual general shareholders’ meetings and within the limit of the corporate purpose, it shall deal with all matters regarding the smooth running of the Company and settles issues concerning the Company. At any time in the year, the Board carries out the controls and verifications it deems appropriate.

Beyond the provisions of its Internal Regulations, the Board of Directors’ responsibilities include additional missions in addition to the exercise of its legal or statutory duties.

Statutory missions the Board of Directors

• to determine the method of exercising General management of the Company;
• to appoint Executive Corporate Officers, remove them from office and to set their remuneration and the benefits granted to them;
• to co-opt Directors whenever necessary;
• to distribute Directors’ remuneration allocated at the annual general shareholders’ meeting amongst members of the Board of Directors;
• to convene general shareholders meetings;
• to approve statutory and consolidated financial statements;
• to decide on the dates for the payment of dividends and any possible down-payments on dividends;
• to draw up management reports and reports for annual general shareholders’ meetings;
• to draw up management planning documents and the corresponding reports;
• to draw up the corporate governance report as provided for in Article L.225-37 of the French Commercial Code;
• to decide on the use of the delegations of authority granted at annual general shareholders’ meetings, more particularly for increasing Company capital, redeeming the Company’s own shares, carrying out employee shareholding operations, and cancelling shares;
• to grant options or restricted/performance shares within the limits of authorizations given at annual general shareholders’ meetings;
• to authorize the issue of bonds;
• to authorize the issue of sureties, endorsements, and guarantees;
• to authorize regulated agreements (agreements covered by Article L.225-38 and following of the Commercial Code);
• to implement a process to regularly assess that the rules used to qualify a related party transaction as regulated agreement or not, are relevant and effective.

Additional missions of the Board of Directors

• to give prior authorization for:

(i) all disposals or acquisitions of holdings or assets by the Company or by a Group company for a sum of more than 250 million euros;
(ii) significant changes to the scope and portfolio of activities outside of the strategy shared with the Board of Directors;
(iii) establishment of significant strategic alliances;
(iv) any settlement for a sum of more than 125 million euros;
(v) any off-balance sheet commitment in excess of 125 million euros other than those relating to a guarantee given to an entity of the Group;
(vi) major and very significant changes to the Group's internal organization;

• to be informed by its Chairperson or by its committees of any significant event concerning the Company’s efficient operation;
• to be informed about market developments, competitive environment, and the most important challenges the Company has to face, including in the area of social and environmental responsibility;
• to review, in relation to the strategy it has defined, the opportunities and risks, such as financial, legal, operational, social, and environmental risks, as well as the measures taken accordingly and to that end receive all information necessary to fulfil its remit, especially from the Chief Executive Officer;
• to seek assurance that the cyber risk management program is adequate and reduces the risk of attacks and, when necessary, will respond and recover from any attack that may happen;
• to ensure that a process to prevent and detect bribery and influence peddling is in place;
• to exercise control over management and oversee the quality of information provided to shareholders and to the markets, in particular via the financial statements or on the occasion of major corporate transactions;
• to review every year its composition, its organization, and its mode of operation;
• to set up an Audit & Risks Committee on the terms specified by law and any other committees (i) which do not have decision-making powers but have the task of providing all useful information for the discussions and decisions which it is called upon to make, (ii) which composition and rules with regard to their modus operandi is determined by the Board;
• to be consulted prior to acceptance by the Chief Executive Officer or Deputy Chief Executive Officers, if any, of any corporate appointment in a listed company outside the Group;
• to appoint a Vice-Chairperson if the Board is compelled or wishes to do so;
• to appoint up to three Board Observers if the Board wishes to do so;
• to determine targets in terms of gender balance within the executive bodies and ensure that the Executive Corporate Officers implement a policy of non-discrimination and diversity, notably with regard to the balanced gender representation on the executive bodies.

Statutory missions of the Chairman of the Board of Directors

• to organize and direct the work of the Board;
• to convene the Board meetings, determine the agenda, and preside over the meetings;
• to request any document or information necessary to help the Board of Directors for the preparation of its meetings and verify the quality of the information provided;
• to oversee the proper functioning of the Company’s bodies and makes sure, in particular, that (i) the Directors are able to carry out their assignments, (ii) the Board of Directors is well organized, in a manner conducive to constructive discussion and decision-making and (iii) the Board of Directors devotes an appropriate amount of time to issues relating to the future of the Company and particularly its strategy;
• to preside over general shareholders meetings and report on the Board work to the annual general shareholders’ meeting.

Additional missions entrusted to the Chairman of the Board

• to be kept regularly informed by the Chief Executive Officer of significant events and situations relating to the business of the Group (including the Company’s strategy, major acquisition or divestment projects, significant financial transactions, risks, major community projects, and the appointment of the most senior executives of the Group) and to be consulted by him on these matters;
• to assist and advise the Chief Executive Officer on strategic, technological, leadership, and human capital matters;
• to support, in coordination with the Chief Executive Officer, the representation of the Company in high-level relations with selected stakeholders (customers and institutions);
• to represent the Company with selected Asian Partners and Asian government bodies in coordination with the Chief Executive Officer;
• to be involved in some dialogue with shareholders in cooperation with the initiatives taken in this respect by the Chief Executive Officer;
• to promote the Company’s values and culture in particular in relation to Environmental, Social, and Governance;
• to meet with Company’s leaders and managers;
• to hear the statutory auditors and the heads of the control functions in order to ensure that the Board and its committees are in a position to carry out of their duties;
• to convene the members of the Board without Executive Directors being present, in particular, to allow debates on the performance and compensation of the Executive Management and succession planning;
• to participate in the recruitment process for new directors and the development of the succession plan;
• to work with the Board on the preparation and implementation of succession plan(s) for the corporate officer(s).

• to be kept informed of major events in Group life through regular contacts and meetings with the Chairperson and the Chief Executive Officer;
• to be consulted by the Chairperson on the agenda and the sequence of events for every Board meeting as well as on the schedule for Board meetings;
• to request that the Chairperson of the Board of Directors include additional items on the agenda of any meeting of the Board of Directors;
• to request that the Chairperson of the Board of Directors call a meeting of the Board of Directors to discuss a given agenda;
• to convene – whenever he/she deems appropriate - an executive session with non-executive members of the Board of Directors and without the Chairperson attending, over which he/she will preside. It is the Vice-Chairperson’s responsibility to appreciate for each topic discussed whether the employee Directors should leave the meeting until the topic is closed. In addition, the Vice-Chairperson may convene an executive session between two Board meetings;
• to promptly report to the Chairperson on the conclusions of executive sessions held without the Chairperson attending;
• to draw the attention of the Chairperson and of the Board of Directors to any possible conflicts of interest that he/she may have identified or which may be reported to him/her;
• to meet if he so wishes the Group’s leading managers and visit Company sites in order to complement his/her knowledge;
• to carry out annual assessments of the Board of Directors and, in this context, assess the actual contribution of every member of the Board to the Board’s activities;
• to report on his/her actions at annual general shareholders’ meetings;
• to engage with shareholders on governance matters and inform the Board of their concerns.

To ensure that the Board of Directors is well informed at all times, Schneider Electric SE applies the following rules: members of the Board have access, via a secure dedicated platform, in principle 10 days before every Board meeting, to the agenda for the meeting and to the draft minutes of the last meeting and, 4 to 5 days before, to the board’s file. 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 areas of responsibility.

Statutory Auditors attend the portion of the Board’s meetings at which the statutory and interim financial statements are reviewed.

Between each meeting of the Board of Directors, aside from meetings that they may have with the Chief Executive Officer, Directors receive all of the Company’s press releases, relevant financial analysts’ reports and other documents.

Board members also have the opportunity to meet informally with key members of Senior Management between Board meetings.

Besides, new Directors are offered a training and information program on the Group’s strategy and businesses.