www.se.com Schneider Electric Universal Registration Document 2021 288 Chapter 4 – Corporate Governance Report Powers and responsibilities of the Vice-Chairman & Lead Independent Director Article 1 of the internal regulations of the Board of Directors defines the duties and missions of the Vice-Chairman & Lead Independent Director who is mandatorily appointed when the Board decides to unify the functions of Chairman and Chief Executive Officer. As such, the Vice-Chairman & Lead Independent Director: • is informed of major events in the life of the Group within the framework of regular contacts and monthly meetings with the Chairman, as well as through contacts that he/she can have with managers of Schneider Electric and possible visits to the Group’s sites he/she can undertake. In addition, he/she can attend all meetings of committees of which he/she is not a member; • can answer shareholders’ questions or meet them on governance issues when it is considered that he/she is the most appropriate spokesperson; • sets the agenda for Board meetings with the Chairman; • chairs the Governance & Remunerations Committee which, starting from the evaluation of the functioning of the Board and that of the CEO, proposes each year to the Board either the continuation or separation of the unified functions of Chairman & Chief Executive Officer and, as needed, makes proposals for a successor in one or both functions; • chairs the “executive sessions”, i.e. , meetings of the Board of Directors not in the presence of any executive member, namely the CEO and Deputy CEO(s), if any; • reports to the Chairman on the results of the “executive sessions”; • leads the annual evaluations of the Board of Directors; • informs the Chairman & CEO and the Board of any conflicts of interest which could be identified or which may be reported to him/her; • reports on his/her activities during the Annual Shareholders’ Meeting. It is reminded that at its meeting of February 19, 2020, the Board of Directors designated Mr. Fred Kindle, whose biography is provided in section 4.1.1.2 of Chapter 4 of the 2021 Universal Registration Document to become Vice-Chairman & Lead Independent Director of Schneider Electric SE. In application of Article 10 of the internal regulations which prescribes that the Governance & Remunerations Committee shall be presided by the Vice-Chairman & Lead Independent Director, Mr. Fred Kindle chairs this Committee. The charter for the Vice-Chairman & Lead Independent Director is found in section 4.1.2.4 of Chapter 4 of the 2021 Universal Registration Document. As every year, the Vice-Chairman & Lead Independent Director, Mr. Fred Kindle, reported on the missions he carried out in 2021 in line with his functions (see section 4.1.5 of Chapter 4 of the 2021 Universal Registration Document). 4.1.2.2 Missions and powers of the Board of Directors Specific powers are vested in the Board of Directors under French law and the Company’s Articles of Association as well as the Internal Board Regulations. The Board of Directors Powers vested by law • determine the Group’s strategic directions and ensures their implementation, in doing so, the Board shall act in accordance with the corporate interest and shall take into account social and environmental matters; • examine all matters related to the efficient operation of the business and make decisions about any and all issues concerning the Company, within the limits of the corporate purpose, except for those matters which, by law, can only be decided on by the shareholders in a Shareholders’ Meeting; • approve the corporate and consolidated financial statements; • carry out all audits and controls that it deems necessary; • authorize any regulated agreements on a preliminary basis; • co-opt Directors whenever necessary; • determine the method of exercising the senior management of the Company; • appoint executive Corporate Officers and also remove them from office (Chief Executive Officer and Deputy Chief Executive Officers, if any), and subject to shareholders’ control, set their compensation and the benefits granted to them as well as the compensation policy applicable to them; • set the Directors’ remuneration within the total maximum amount determined by the Annual Shareholders’ Meeting as well as the compensation policy applicable to them; • call Annual Shareholders’ Meetings and approve all reports submitted to shareholders; • decide on the use of authorizations granted by the Shareholders’ Meetings, more particularly for increasing Company capital, buying back the Company’s own shares, carrying out employee shareholding transactions, implementing Long-Term Incentive Plan through the granting of Performance Shares and canceling shares; • authorize the issue of bonds; • authorize the issue of sureties, endorsements, and guarantees. Additional powers arising from Articles of Association or Internal Board Regulations • may appoint a Vice-Chairman; • may appoint up to three Board Observers; • regularly review, in relation to the strategy it has defined, the opportunities and risks, such as financial, legal, operational, social and environmental risks, as well as the measures taken accordingly; • ascertain the implementation of a process aimed at preventing and detecting corruption and influence peddling; • checks that the executive Corporate Officers implement a policy of non-discrimination and diversity, notably with regard to the balanced representation of men and women on executive bodies; • shall give prior authorization for: − all disposals or acquisitions of holdings or assets by the Company or by a Group company for a sum of more than €250 million, − concluding any strategic partnership agreement; • shall review every year its composition, its organization and its mode of operation; • shall be consulted prior to acceptance by the Chief Executive Officer or Deputy Chief Executive Officers of any corporate appointment in a listed company outside the Group; • shall be informed about market developments, competitive environment and the most important challenges the company has to face, including in the area of social and environmental responsibility. 4.1 Governance Report