SCH2017_DRF_EN_Livre.indb

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Corporate governance report The board of directors

Independent directors

Year first term began*

Year current term expires

Independent under AFEP/MEDEF criteria

Directors

NO (performing executive duties at the head of the Group)

Mr. Jean Pascal Tricoire Chairman

2013

2021

Mr. Léo Apotheker Vice-chairman independent lead director

2007 2011 2015 2011 2012 2016 2001 2014 2005

2020 2019 2020 2018 2020 2020 2018 2018 2018

YES YES YES YES YES YES

Ms. Betsy Atkins Ms. Cécile Cabanis Mr. Xavier Fontanet

Mr. Antoine Gosset-Grainville

Mr. Fred Kindle

NO (board member for more than 12 years)

Mr. Willy Kissling Ms. Linda Knoll Ms. Cathy Kopp

YES YES

NO (bound by an employment contract with the company) NO (bound by an employment contract with the company)

Ms. Xiaoyun Ma

2017

2021

Mr. Patrick Montier Mr. Gregory Spierkel

2017 2014

2021 2019

YES

* As director or non-voting member.

Each year, as provided under the AFEP/MEDEF Corporate Governance Code of listed companies, the board of directors, on the report of the Governance and remunerations committee, dedicates one of the points on its agenda to the qualification of its members as independent. With regard specifically to independence in terms of business relations, the board of directors noted that, due to: (i) the nature of Schneider Electric activities and those of the companies in which members of the board of directors are employed or serve as directors; (ii) the amounts, either unitary or global, of operations performed or that may be performed between Schneider Electric and these companies that are agreed at arm’s length and that are in no way likely to be brought to the attention of the board of directors; the existing business relations between Schneider Electric and these companies in which the members of the board of directors are employed or serve as officers are not likely to prejudice their independence, indeed, when such operations exist, they are agreed at arm’s length and their amounts are without doubt insignificant for each party, in particular with regard to the respective size of the groups concerned.

The directors have no business relations with Schneider Electric other than those approved under the regime of the regulated agreements, if any. As of December 31, 2017, there are 13 directors, 9 of whom are independent according to the definition contained in the AFEP/ MEDEF Corporate Governance Code. These are Mr. Léo Apotheker, Ms. Betsy Atkins, Ms. Cécile Cabanis, Mr. Xavier Fontanet, Mr. Antoine Gosset-Grainville, Mr. Fred Kindle, Ms. Linda Knoll, Ms. Cathy Kopp and Mr. Gregory Spierkel. Mr. Jean-Pascal Tricoire, as Chief Executive Officer, Ms. Xiaoyun Ma, as employee shareholder representative, Mr. Patrick Montier as employee representative, and Willy Kissling, who have served on the board for over 12 years, are not considered to be independent directors under the AFEP/MEDEF guidelines. The AFEP/MEDEF Corporate Governance Code recommends that there be, in non-controlled companies, at least 50% independent directors on the board. Directors representing employee shareholders and directors representing employees are not computed in calculating this percentage. The proportion of independent directors of the Company, excluding Xiaoyun Ma, who represents employee shareholders, and Patrick Montier, who represents employees, is therefore 82%.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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