289 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. 4.1.2.3 Internal regulations and procedures of the Board of Directors On April 25, 2013, the Board of Directors adopted its own internal regulations. These were later modified on December 11, 2019 to reflect the regulatory changes which took place in 2019. These internal regulations include the rules of procedure of the board committees and the Directors’ charter as recommended by the AFEP-MEDEF Corporate Governance Code. The regulations are reproduced hereafter and available on the Company’s website, www.se.com. Article 1 – Method of exercising general management – chairmanship and vice-chairmanship of the Board of Directors A. Method of exercising general management 1. General management of the company is under the responsibility of either the chairperson of the Board of Directors, who will then go by the title of Chairman and Chief Executive Officer, or of another natural person appointed by the Board of Directors going by the title of Chief Executive Officer. 2. The Board of Directors decides between these two methods of exercising general management at the time when the Chairman of the Board of Directors or the Chief Executive Officer is appointed or when renewing their terms of office. If the Board of Directors has decided to combine the functions of Chairman and Chief Executive Officer, it will deliberate on this choice every year. 3. In order to maintain continuity in the company’s operation if the Chairman serving as CEO leaves his role or is prevented from doing so, the Deputy CEO(s) shall take the interim responsibility for general management functions in the company, unless otherwise decided by the Board, until such time as a new CEO is appointed. The Vice-Chairman shall temporarily take the Chair of the Board of Directors. B. Chairperson of the Board of Directors 1. The Board of Directors shall elect a chairperson amongst its members (“Chairman”). The Chairman shall be appointed for a period that can be no longer than his/her term of office as a Director. The Chairman is eligible for re-election. He/she may be removed from office by the Board of Directors at any time. 2. The Chairman of the Board of Directors organizes and manages the Board’s activities, and reports thereon at the Annual General Shareholders Meeting. 3. The Chairman of the Board of Directors sets the agenda and the schedule for Board meetings with assistance from the Vice-Chairman Lead Director. 4. The Chairman of the Board of Directors ensures that the different corporate bodies operate correctly and especially that the Directors are in a position to fulfill their mission. The Chairman may request any document or item of information useful to enlighten the Board of Directors when preparing its meetings. C. Vice-Chairman of the Board of Directors – Lead Independent Director 1. The Board of Directors may appoint a Vice-Chairman. The Vice-Chairman shall be appointed for a period that may not be any longer than his term of office as a Director. The Vice-Chairman is eligible for re-election. The Vice-Chairman may be removed from office by the Board of Directors at any time. 2. The Vice-Chairman shall preside over Board meetings in the absence of the Chairman. The Vice-Chairman shall be called upon to replace the Chairman of the Board of Directors in the event of any temporary inability of the latter to fulfill his/her functions or in the event of death. In the event of the Chairman’s inability to fulfill his/her functions, he/ she will be replaced by the Vice-Chairman as long as his/her inability may last and, in the case of death, until the election of a new Chairman. 3. In exception to 1 above, and in compliance with Article 12.2 of the Articles of Association, the appointment of a Vice-Chairman is compulsory if the roles of Chairman and CEO are combined. In this case, the Vice-Chairman also takes on the role of independent Director. In this respect: • The Vice-Chairman is kept informed of major events in Group life through regular contacts and monthly meetings with the Chairman serving as CEO; • The Vice-Chairman is consulted by the Chairman serving as CEO on the agenda and the sequence of events for every Board meeting as well as on the schedule for Board meetings; • At the end of every Board meeting, the Vice-Chairman convenes executive sessions with non-executive members of the Board of Directors, over which he will preside. It is the Vice-Chairman’s responsibility to appreciate for each topic discussed whether the employee Directors should leave the meeting till the topic is closed. In addition, the Vice-Chairman may convene an executive session between two Board meetings. Any Director may ask the Vice-Chairman to convene additional executive sessions; • The Vice-Chairman shall promptly report to the Chairman serving as CEO on the conclusions of executive sessions; • The Vice-Chairman shall draw the attention of the Chairman and of the Board of Directors to any possible conflicts of interest that he may have identified or which may be reported to him; • The Vice-Chairman is the chairperson of the Governance and Remunerations Committee; • Like any other member of the Board, the Vice-Chairman may attend any meetings of committees of which he is not a member;