SCH2017_DRF_EN_Livre.indb

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Corporate governance report Board activities

E decided on capital increases reserved for employees (see p. 327); E approved the Chairman’s report on the composition of the board and the application of the principle of balanced representation of women and men at the board, the conditions applicable for the preparation and organization of the work carried out by the board, as well as the internal control and risk management procedures implemented by the Company; E examined the regulated agreements and commitments and reviewed those related to the status of its Chairman and CEO and its Deputy CEO; Strategy The board of directors conducted a thorough review of the Group strategy, like every year, as part of a several day long meeting named “Strategy Session” specifically dedicated to the topic. During this Strategy Session held in the Mainland China and Hong Kong in August 2017, the directors visited several sites representative of the digital transformation and interacted with major players in this field. Members of the board of directors were also able to share individually with each Executive Committee member and a certain 3.2 The board took note of the Group’s 2017 objectives. It read the quarterly business reports prepared by the senior management. At each meeting, the board was also informed of the business situation. On February 15, 2017, the board of directors reviewed and approved the 2016 financial statements based on the Audit and risks committee’s report and the report of the statutory auditors, who were present at the meeting. The board decided to propose to the Annual Shareholders’ Meeting that the dividend be set at EUR2.04 per share. Similarly, on July 26, 2017, it reviewed and approved the financial statements for the first half of 2017. Several meetings were dedicated to ASCO Power Technologies acquisition and the combination of AVEVA and Schneider Electric industrial software business during which the board assessed the strategic interest of the operation, made recommendations to the management and reviewed the proposed financial and legal terms and conditions. Based on the Audit and risks committee’s report, the board of directors was informed about the changes in risk mapping and also on the works of the Group’s Internal Audit and Internal Control teams. The Audit and risks committee also reported to the board on its other duties, which were also a topic for discussion, in relation to risk management monitoring (coverage of risks by insurance, supplier risks). 3.3 Activities and results

E adopted the amended status of its Chairman and CEO and its Deputy CEO. In 2017, the board of directors held three “executive sessions” during which the members of the board of directors discussed the unification of the functions of Chairman and Chief Executive Officer, the management’s organization, the strategic options and the succession plan for corporate officers. In addition, when the board discussed and determined the compensation of the Chairman and CEO and the Deputy CEO, the interested parties were not present.

numbers of Business managers, functional and operational managers representing all activities and geographies of the Group. Concerning the recurrent activity of the Strategy Committee, the board of directors examined and approved the growth strategy plan proposed by the senior management. Moreover, it heard the reports of the Chairman of the Strategy Committee on the work of this committee and was kept informed about moves and changes concerning competitors of Schneider Electric.

It reviewed the conclusions reached by the Audit and risks committee on its analysis carried out particularly in relation to: E the “Tailored Supply Chain” initiative and the related risks; E the status of Samara Electroshield integration; E the protection of intellectual property; E the evolution of the “Compliance” function and review of the summary report on the fraud cases; E the implementation of the new commercial policy in France; E the review of main environmental risks and update on mitigation measures and actions; E the update on policies and processes aiming at preventing risks concerning quality; E the anticipation of new regulations and description of associated risks concerning General Data Protection Regulation/Data Privacy; E Energy Rebound initiative status report including a review on the progress of the transformation of the “Solutions Execution centers” set up. The board of directors also monitored the implementation of the share buyback and reviewed the debt status.

Annual Shareholders’ Meeting

3.4

The board approved the agenda and draft resolutions of the 2017 annual shareholders’ meeting, and its report to the shareholders at the meeting. It took note of the proxy-advisors’ reports. It was informed of the positions expressed by the shareholders met during the preparation of the Annual Shareholders’ Meeting. It approved the responses to the written questions.

Almost all directors were present at the meeting (11/13). It approved all resolutions supported by the management, including those relating to the composition of the board of directors (including the re-election of Jean-Pascal Tricoire as director), the compensation of the corporate officers and the renewal of financial authorizations.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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