SCH2017_DRF_EN_Livre.indb

3 Corporate governance report

Interests and compensation of Group Senior Management

spouse at a rate of 60%) beginning from his retirement equal to 25% of the average of the total cash compensation paid over the 3 years preceding the date of disability minus 1.25% per quarter of absence so as to obtain a full rate of pension and minus the amount of additional compensation that may be obtained under insurance conditions at the time the disability occurred; (v) In the event of an accident, the Group insurance covering the executives’ accident risk, stipulating the payment of a benefit the sumof whichmay be up to 4 times the annual compensation based on the type and circumstances of the accident.

Eligibility for benefits (ii) through (v) above is conditional on the fulfilment of 1 of the following conditions: E the average of the net income of the last 5 financial years preceding the event is positive; E the average of the free cash flow of the last 5 financial years preceding the event is positive. The status of the Corporate Officers as reiterated and amended by the board of directors is described in the Statutory Auditors’ special Report prepared in accordance with article L.225-40 of the French Commercial Code which will be submitted to the shareholders for approval at the 2018 Annual General Meeting on April 24, 2018, under the 4 th and 5 th resolutions. E for intercontinental travel, EUR5,000 per meeting day ( e.g. USA – France), E for intra-continental travels, EUR3,000 per meeting day ( e.g. Switzerland – France); E for the Chairperson of the Audit committee, an additional fixed compensation of EUR20,000 on a full-year basis, E for the Chairperson of the Human Resources and CSR committee, additional fixed compensation of EUR15,000 on a full-year basis, E for the Chairperson of the Strategy/Investment Committee, additional fixed compensation of EUR15,000 on a full-year basis, E for the independent lead director, who is also the Chairperson of the Governance and remunerations committee, additional fixed compensation of EUR250,000 on a full-year basis (in conformity with what had been announced at the 2017 General Meeting); b) for non-voting members, a fixed share of EUR20,000, unless they are co-opted to become director during the year, in which case they receive in their function as non-voting member the fees paid to board members for attending meetings of the board and its committees.

Compensation of members of the board of directors

7.4

Members of the board of directors On April 25, 2017, the Annual Shareholders’ Meeting set total attendance fees at EUR2,000,000 in order to include the specific fee paid to the Vice-chairman independent lead director, as per current market practices, and also to take into account the increase of the workload of the directors and to attract international competences. To reflect the increased responsibilities of the board members and the specific time-commitment required from the directors who chair study committees, the board of directors reviewed the attendance fee allocation rules previously established and therefore adopted the following rules, applicable in 2017 (attendance fees paid in the financial year 2018): a) for members of the board: E a fixed sum of EUR25,000 (prorated, where appropriate, for any term that starts or ends during the year), E an additional amount of: E EUR7,000 for attending Board meetings, E EUR5,000 for attending the meetings of the committees of which they are members; E for each meeting of the board or of a committee that a board member physically attends, an additional sum of:

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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