www.se.com Schneider Electric Universal Registration Document 2021 294 Chapter 4 – Corporate Governance Report Article 9 – The Audit and Risks Committee 1. Membership and operation of the Audit Committee The Committee shall be comprised of at least three members, two-thirds of whom must be independent members of the Board of Directors. At least one of the members must possess special skills concerning matters of finance and accountancy and be independent with regard to specified, published criteria. The Deputy CEO in charge of finance shall act as the Audit Committee’s contact. The head of internal audit shall act as secretary to the Audit Committee. The Committee shall meet at least five times a year. The chairperson of the Committee shall draw up agendas for meetings. The meetings shall be attended by members of the finance department and of the company’s internal audit department and, with respect to meetings devoted to examining accounts, by the statutory auditors. The Committee may invite any person it wishes to hear to its meetings. It may also require the CEO to provide any documents it deems to be useful. Outside the presence of company representatives, the Committee shall regularly hear the statutory auditors and the head of the internal audit. 2. The duties of the Audit Committee The Audit Committee monitors questions on drawing up and controlling accounting, financial, and extra-financial information. It prepares the Board of Directors’ decisions in these domains. It issues recommendations to the Board for the purpose of ensuring the integrity of the financial and extra-financial information and gives advices. For this purpose: • It shall prepare for annual and half-yearly accounts to be approved by the Board and therefore, more particularly: − Checks the appropriateness and consistency of the accounting methods used for drawing up consolidated and corporate accounts, as well as checking that significant operations on Group level have been dealt with appropriately and that rules relating to the consolidation perimeter have been complied with; − Examines off-balance-sheet risks, including those of a social and environmental nature, and commitments as well as the cash situation; − Examines the process for drawing up financial and extra-financial information. • It examines the draft annual report, which bears the status of Universal Registration Document and contains the information on internal control, the draft half-yearly report and, where applicable, any remarks made by the French Financial Market Authority (AMF) concerning these reports, as well as the other key financial information documents. • It handles follow-up on legal control of annual and consolidated accounts made by statutory auditors, notably by examining the external audit plan and results of controls made by statutory auditors. • After a consultation process, it shall suggest reappointing the existing statutory auditors or appointing new statutory auditors. • It shall check the independence of statutory auditors, especially at the time of examining fees paid by the Group to their firm or their network, and by giving prior approval to any missions that are not strictly included in the scope of the statutory audit. • It monitors the efficiency of internal control and risk management systems. For this purpose: − It shall examine the organization and resources used for internal audit, as well as its annual work program. It shall receive summaries of reports produced on audits on a quarterly basis. However, the chairperson of the Committee shall receive these reports in full; − The Committee shall examine operational risk-mapping and make sure that measures exist for preventing or minimizing risks; − It shall examine how to optimize risk coverage on the basis of reports requested from internal audit; − It shall examine Group internal control measures and look into the results of entities’ self-assessments with respect to internal control. It shall ensure that a relevant process exists for identifying and processing incidents and anomalies; − It shall ascertain the existence of Group compliance policies notably concerning competition, anti-bribery, ethics, and data protection and the measures implemented to ensure that these policies are circulated and applied. The Audit Committee shall examine proposals for distribution as well as the amount of financial authorizations submitted for approval at Annual General Shareholders Meetings. The Audit Committee reports to the Board on the implementation of Schneider Electric SE’s Charter on the related party transactions and on the relevance of the criteria to qualify related party transactions as regulated agreements or not. The Audit Committee shall examine all financial and accounting questions and questions related to risk-management submitted to it by the Board of Directors. The Audit Committee reports to the Board on the findings of its works and how they contributed to the integrity of the financial and extra-financial information. It informs the Board of the follow-up actions that it proposes to take. The chairperson of the Audit Committee shall keep the Chairman and the Vice-Chairman Lead Director promptly informed of any difficulties encountered by the Committee. Article 10 – Governance and Remunerations Committee 1. Membership and operation of the Governance and Remunerations Committee The Committee shall be comprised of at least three members. The Governance and Remunerations Committee shall be presided by the Vice-Chairman Lead Director. Failing this, the Board shall appoint the chairperson of the Committee. 4.1 Governance Report