www.se.com Schneider Electric Universal Registration Document 2021 300 Chapter 4 – Corporate Governance Report Corporate governance & Sustainability • deliberation on the composition of its membership and that of its committees and the principle of balanced representation of men and women; • deliberation on whether to maintain the unification of the functions of Chairman & CEO; • deliberation, at its meeting of October 26, 2021, on its self assessment; • deliberation on and review of the principles and criteria relating to the compensation of the Corporate Officers and approval of the compensation and benefits of all types that may be or have been granted; • information on the meetings with major shareholders conducted by the Vice-Chairman & Lead Independent Director on governance topics; • information on the salary review of members of the Executive Committee; • review of the Group’s Diversity & Inclusion program; • decision on the implementation of the 2021 Long-term incentive plan; • recorded the calculation of the level of achievement of performance conditions applicable to Performance Share plans n° 30, 31, 31bis, 32, 33, 34, 35, 36, 37, and 37bis; • decision of capital increases reserved for employees; • reviewed the CSR strategy, results of the Schneider Sustanability Impacts 2018-2020 and targets of the Schneider Sustanability Impacts 2021-2025 ; • review of the opportunity to introduce a Say on Climate; • approval of the corporate governance report as provided for in Article L. 225-37 of the French Commercial Code; • approval of the management report as provided for in Article L. 225-100 of the French Commercial Code; • review of the regulated agreements and commitments; • review of the assessment process relating to the qualification of the related party agreements as “current” or “regulated”; • thorough review, as every year, of the succession planning of the Corporate Officers and top management. 2021 Annual Shareholders’ Meeting The Board approved the agenda and draft resolutions of the 2021 Annual Shareholders’ Meeting, and its report to the shareholders at the meeting. It was informed of the positions expressed by the shareholders met during the preparation of the Annual Shareholders’ Meeting and took note of the proxy-advisors’ reports. It approved the responses to the written questions. Due to the COVID-19 pandemic, and in order to protect all shareholders, guests, and organizers, the Annual Shareholders’ Meeting was held behind closed doors, without the physical attendance of shareholders and other persons entitled to attend, in pursuance of the order n° 2020-321 of March 25, 2020 (as extended and amended by governmental order n° 2020-1497 of December 2, 2020), and governmental decree n° 2020-418 of April 10, 2020 (as extended and amended by governmental decrees n° 2020-1614 of December 18, 2020 and n° 2021- 255 of March 9, 2021), at the Company’s headquarters. It approved all resolutions supported by the management, including those relating to the composition of the Board of Directors, the compensation of the Corporate Officers, and the renewal of financial authorizations. In application of the provisions of Article 1.C.3 of the internal regulations, the Vice-Chairman & Lead Independent Director convenes executive sessions of the Board of Directors (without the Corporate Officers) at the end of each Board meeting. In 2021, the Board of Directors held five “executive sessions”, vs. three in 2020. In addition, when the Board debated and determined the compensation of the Chairman & CEO, the interested party was not present, as prescribed by Article 10.2 of the internal regulations, unless solicited to provide information on specific issues. 4.1.4 Operating procedures and activities of the Board committees In its internal regulations, the Board defined the functions, missions, and resources of its five study committees: the Audit & Risks Committee, the Governance & Remunerations Committee, the Human Resources & CSR Committee, the Investment Committee, and the Digital Committee. Committee members are appointed by the Board of Directors on the proposal of the Governance & Remunerations Committee. Committees may open their meetings to the other Board members. The Vice-Chairman & Lead Independent Director may attend any meetings of committees of which he is not a member. The committees may commission research from external consultants after having consulted with the Chairman of the Board of Directors. They may invite anybody they wish to meetings, as necessary. Secretaries of the Board committees organize and prepare the work of the committees. They draft the minutes for the meetings of the committees which, after their approval, are sent to all members of the Board of Directors. The secretaries of the committees are members of Group management teams and specialists in the subject matters of each committee. 4.1 Governance Report