SCH2017_DRF_EN_Livre.indb

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Corporate governance report The board of directors

This corporate governance report has been approved by the board of directors at its meeting of February 14, 2018.

Corporate governance code The company applies all the AFEP/MEDEF corporate governance guidelines. The guidelines are available online at www.medef.fr.

1. The board of directors

1.1 Membership of the board of directors (at December 31, 2017)

The board of directors must have at least 3 and up to 18 members, all of whom must be natural persons elected by the shareholders at 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 at the next shareholders’ meeting. Throughout their term, pursuant to the internal regulations, each director must hold at least 1,000 Schneider Electric SE shares.

Directors are appointed for 4-year terms (renewable). However, from the age of 70, directors are re-elected or appointed for a period of 2 years. No more than one-third of the directors may be aged 70 or over. As of December 31, 2017, the board of directors comprised of 13 directors, and 1 non-voting director, Mr. Henri Lachmann:

GREGORY SPIERKEL*

JEAN-PASCAL TRICOIRE

LÉO APOTHEKER*

PATRICK MONTIER

Chairman and Chief Executive Officier

Vice Chairman independant lead director

Director of companies

BETSY ATKINS*

Director of companies

Director of companies

XIAOYUN MA

CÉCILE CABANIS*

Director of companies

Chief Financial Officier of Danone

CATHY KOPP*

13 directors including 5 women

Director of companies

XAVIER FONTANET*

LINDA KNOLL* Chief Human Resouces Officer and member of the Group Executive council of Fiat Chrysler Automobile N.V

Director of companies

ANTOINE GOSSET- GRAINVILLE*

FRED KINDLE*

WILLY KISSLING

Lawyer

Director of companies

Director of companies

CENSOR 4

SECRETARY OF THE BOARD : DELPHINE GIEUX

HENRI LACHMANN

Non-voting member 4

* Independent director as per the AFEP/MEDEF corporate governance code.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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* Independent director as per AFEP/MEDEF corporate governance Code.