SCH2017_DRF_EN_Livre.indb

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Corporate governance report

1. The board of directors

154

7. Interests and compensation of Group Senior Management 7.1 Group Senior Management compensation policy (corporate officers and members of the Executive Committee) 7.2 Corporate officers’ compensation policy for financial year 2017 7.3 Corporate Officers’ compensation policy for financial year 2018 196 7.4 Compensation of members of the board of directors 207 7.5 Compensation of Group Senior Management excluding Corporate Officers 210 7.6 Transactions on Schneider Electric SE shares by Corporate Officers and by closely associated persons during the 2017 financial year 211 8. Regulated agreements and commitments 212 8.1 Agreements and commitments of the 2017 financial year, not approved by the Annual Shareholders’ Meeting 212 8.2 Agreements and commitments of the 2018 financial year 212 8.3 Agreements and commitments of the 2017 financial year approved by the Annual Shareholders’ Meeting 212 8.4 Agreements and commitments signed during previous years and approved by the Annual Shareholders’ Meeting 213 180 183

1.1 Membership of the board of directors (at December 31, 2017) 1.2 Proposal to the Annual Shareholders’ Meeting on the composition of the board of directors

154

165

2. Organizational and operating

procedures of the board of directors

167

2.1 Governance structure

167 167

2.2 Missions and powers of the board of directors 2.3 Internal regulations and procedures of the board of directors 2.4 Information of the board of directors and its members 2.5 Self-assessment of the board of directors

168

169 170

3. Board activities 3.1 Corporate governance

171

171 172 172 172

3.2 Strategy

3.3 Activities and results

3.4 Annual Shareholders’ Meeting

4. Board committees (composition,

operating procedures and activities)

173

4.1 Audit and risks committee

173 175 176 177

4.2 Governance and remunerations committee 4.3 Human Resources and CSR committee

9. Participation of shareholders to Shareholders’ Meeting

4.4 Strategy Committee

213

5. Senior Management

178

10. Table summarizing outstanding delegations relating to share capital increases granted by the Shareholders’ Meeting 11. Publication of information pursuant to article L.225-37-5 of the French Commercial Code

6. Declarations concerning the situation of the members of the administrative, supervisory or management bodies

213

179

6.1 Service contracts

179

6.2 Absence of conviction or incrimination of corporate officers

179 179 179

213

6.3 Family ties

6.4 Conflicts of interest

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

153