Corporate Governance

Schneider Electric is a European company with a Board of Directors. On May 4, 2023, the Board of Directors decided to implement a new governance structure that splits the office of Chairman from that of Chief Executive Officer. Peter Herweck succeeded Jean-Pascal Tricoire as Chief Executive Officer of Schneider Electric SE becoming responsible for the general management of the Company, as the sole executive corporate officer. Jean-Pascal Tricoire remains Chairman of the Board of Directors.

The Company applies AFEP/MEDEF corporate governance Code of listed corporations. The code is available in French only here. Consult the code (pdf, 560Kb).

Schneider Electric SE’s articles of association updated on July 6, 2023 (pdf, 248 Kb) >

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.   

In its internal regulations, the Board has set out the roles, responsibilities and resources of its five study committees: the Governance, Nominations & Sustainability Committee, the Audit & Risks Committee, the Human Capital & Remunerations Committee, the Investment Committee and the Digital Committee.

Committee members are appointed by the Board of Directors upon the proposal of the Governance, Nominations & Sustainability Committee.

Internal regulations of the Board of Directors (pdf, 185 Kb)  >

About the Board of Directors  >

The Chief Executive Officer

On May 4, 2023, the Board of Directors has decided to separate the functions of Chairman and Chief Executive Officer and appointed Mr. Peter Herweck Chief Executive Officer of Schneider Electric SE.

The Chief Executive Officer has the broadest powers to act in all circumstances in the name of the Company. The Chief Executive Officer represents the Company in its relationship with third parties. He exercises his powers within the limitations of the corporate purpose, and subject to any powers expressly attributed by law to the Shareholders’ Annual General Meeting and Board of Directors.

The Chief Executive Officer will be requested to obtain the Board’s prior approval for:

- 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;

- significant changes to the scope and portfolio of activities outside of the strategy shared with the Board of Directors;

- establishment of significant strategic alliances;

- any settlement for a sum of more than 125 million euros;

- 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;

- major and very significant changes to the Group’s internal organization.

Biography of Peter Herweck  >

Corporate Officers' Compensation

Board of Directors of the 24th March 2022 – LTIP 2022 (pdf, 92,3 Kb)  >

Board of Directors of the 16th February 2022 – 2021 compensation (pdf, 325 Kb)  >

Board of Directors of the 25th March 2021 – LTIP 2021 (pdf, 71,3 Kb)  > 

Board of Directors of the 10th February 2021 – 2020 compensation (pdf, 385 Kb)  >

Board of Directors of the 19th February 2020 – 2019 compensation (pdf, 519 Kb)  >

Board of Directors of the 14th February 2019 – 2018 compensation (pdf, 392 Kb)  >

Board of Directors of the 15th February 2017 - 2017 compensation (pdf, 587 Kb)  >

Board of Directors of the 15th February 2017 - 2016 compensation (pdf, 587 Kb)  >

Board of Directors of the 16th February 2016 (pdf, 104 Kb)  >

Board of Directors of the 18th February 2015 (pdf, 77 Kb)  >

Board of Directors of the 19th February 2014 (pdf, 24 Kb)  >


Regulated Agreements

Regulated agreement of 2 March 2020 and components of the compensation of Mr. Emmanuel Babeau (pdf, 109 Kb)  >

Board of Directors of the 25th April 2017 (pdf, 30 Kb)  >

Board of Directors of the 25th April 2017 (pdf, 30 Kb)  >

Board of Directors of the 24th October 2013 (pdf, 80 Kb)  >

Putting the status of mr. Jean-Pascal Tricoire into compliancy with afep/medef recommendations of october 6, 2008
Download the document (pdf, 18 Kb)  >

Decision of the Supervisory Board at its meeting of 19 February 2008

Following deliberations, the Supervisory Board unanimously decided to approve an addendum to Jean-Pascal Tricoire’s service contract that details the compensation payable to Mr. Tricoire in the event of termination or resignation and makes such compensation contingent on performance. Payment will depend on the mathematical average of the rate of achievement of performance objectives used to determine the variable portion of Mr. Tricoire’s remuneration for the three full years preceding the date of the Board Meeting at which the decision is made.

If the mathematical average is:

Less than 50%, no compensation will be paid.
Equal to 50%, 75% of the compensation will be paid.
Greater than or equal to 100%, 100% of the compensation will be paid.
Between 50% and 100%, compensation will be calculated on a straight line basis at a rate of between 75% and 100%.


The Executive Committee

Chaired by the Chief Executive Officier, the Executive Committee supports the operational management of the Group.

More about the Executive Committee >