SCH2017_DRF_EN_Livre.indb

3 Corporate governance report The board of directors

Diversity policy within the board of directors

Out of 13 directors: E 6 have financial or accounting skills, E 7 have an industrial expertise, E 4 have digital skills,

The board of directors pays due attention to its composition and that of its committees. It relies on the works of the Governance and remunerations committees which reviews regularly and proposes as often as required the relevant changes to the composition of the board of directors and its committees, depending on the Group’s strategy. In that respect, in pursuance of its internal regulations, the board of directors ensures through its proposals and its decisions that: E it reflects the international nature of the Group’s activities and of its shareholders by having a significant number of members of non-French nationality; E it protects the independence of the board through the competence, availability and courage of its members; E it pursues its objective of diversifying the board of directors in compliance with the legal principle of attaining balanced representation between men and women on the board; E it appoints persons with the expertise required for developing and implementing the Group strategy; E employee shareholders and employees shall continue to be represented on the board in compliance with the provisions set forth in Articles 11.3 and 11.4 of the articles of association; E it preserves the continuity of the board by changing some of its members at regular intervals, if necessary by anticipating the expiry of members’ terms of office. 4 directors’ terms are expiring following the Annual Shareholders’ Meeting of April 24, 2018, namely those of Messrs. Xavier Fontanet and Willy Kissling and Ms. Linda Knoll and Ms.Cathy Kopp. The board of directors of February 14, 2018 took note of the decision of Mr. Xavier Fontanet and Ms. Cathy Kopp not to present themselves as candidates for the renewal of their terms. The board of directors unanimously decided to propose at the Annual Shareholders’ Meeting of April 24, 2018: E the renewal of Mr. Willy Kissling for a 2-year term and Ms. Linda Knoll for a 4-year term; and E the appointment of Ms. Fleur Pellerin and Mr. Anders Runevad. In that respect, should the Shareholders’ Meeting approve these proposals: (i) Ms. Fleur Pellerin will be appointed for a 4 year term. She will be qualified as an independent director. Ms. Pellerin, 44 years old, a French citizen, was a magistrate at the Court of Auditors for 13 years before her appointment as a Minister by the government 1.2

E 5 have a deep knowledge of the US market, E 3 have a deep knowledge of the Asian market.

One director, Xiaoyun Ma, represents employee shareholders in accordance with the provisions of article L.225-23 of the French Commercial Code. She was appointed at the Annual Shareholders’ Meeting upon the recommendation of the supervisory boards of the FCPEs. One director, Patrick Montier, represents employees in accordance with the provisions of article L.225-27-1 of the French Commercial Code. He was appointed by the most representative trade union organization at the Group level in pursuance of article 11.4 of the articles of association. Seven directors, or 54% of the directors, are of non-French origin or nationality (German: Mr. Apotheker, who also has French nationality; US: Ms. Atkins and Ms. Knoll; Canadian: Mr. Spierkel; Chinese: Ms. Ma, Swiss: Mr. Kindle and Mr. Kissling). As of December 31, 2017, out of 12 directors (directors representing employees are excluded as per the AFEP/MEDEF Corporate Governance Code), 5 are women or 42%. In addition, out of 4 committees, 2 are chaired by a woman: the Audit and risks committee (Ms. Cécile Cabanis) and the Human Resources and CSR committee (Ms. Linda Knoll). from 2012 to 2016. After she resigned from public service, in September 2016 she launched the investment fund Korelya Capital with EUR200 million in funding, supporting investments of technology start-ups in France and in Europe. She will bring to the board her economic and financial skills in the field of technologies, her business experience and her knowledge in the French and Asian business circles. (ii) Mr. Anders Runevad will be appointed for a 4 year term. He will be qualified as an independent director. Mr. Runevad, 57 years old, a Swedish citizen, has been Chief Executive Officer of Vestas Wind Systems A/S since 2013. He previously held various positions within Ericsson Group, in Europe, USA, Brazil and Singapore. He will bring to the board his experience in companies’ growth and turnaround strategies, a deep knowledge of the new energy landscape, and Schneider Electric’s business and its business environment in Europe, in the US, as well as in new economies.

Proposal to the Annual Shareholders’ Meeting on the composition of the board of directors

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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