SCH2017_DRF_EN_Livre.indb

3 Corporate governance report

Interests and compensation of Group Senior Management

Amounts paid/due for fiscal year 2017 (1)

Amounts paid/due for fiscal year 2016 (1)

Members of the board

Mr. LACHMANN (2) Attendance fees Pension (article 39) (3)

EUR25,000 EUR581,969

EUR44,415 EUR581,969

Mr. MONTIER (4) Attendance fees

EUR21,877

-

Other compensation Ms. SCHRODER Attendance fees Other compensation Mr. SPIERKEL Attendance fees Other compensation Mr. THOMAN Attendance fees

-

EUR820

EUR159,000

EUR134,000

-

EUR55,754

Other compensation (1) Attendance fees for the year are paid at the beginning of the following year. (2) Non-voting member. (3) Paid by the insurance company. (4) Ms. Herbaut, Ms. Ma (who waived her right to receive attendance fees) and Mr. Montier, who are also employed by a Group subsidiary, receive compensation for such employment.

Henri Lachmann, as a former manager of the Group, has a supplementary retirement pension (article 39). On May 6, 2014, the board of directors appointed Léo Apotheker as Vice-chairman independent lead director, replacing Henri Lachmann. He was renewed as a director at the Shareholders’ Meeting of April 25, 2016 and subsequently, in his position of Vice-chairman independent lead director. The board of directors set the compensation for his duties as Vice-chairman independent lead director, as defined in the articles of association and internal regulations and procedures of the board, at EUR250,000 per year, and approved the conclusion of a new regulated agreement which was approved by the shareholders at the Shareholders’ Meeting of April 25, 2017. The said regulated

agreement expired on April 25, 2017 and was not renewed. It has been decided that, in accordance with current market practices, the same amount would be paid in the form of an additional attendance fee, starting from the date of expiry of the regulated agreement (see report of the board of directors to the Annual Shareholders’ Meeting of April 25, 2017, registration document 2016, page 320). The board also provided that Léo Apotheker could, in the performance of his duties as Vice-chairman lead director, use certain resources of the Group’s management. The total amount of attendance fees due for 2017 represents EUR1,596,918, significantly below the maximum authorized by the Annual Shareholders’ Meeting.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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