www.se.com Schneider Electric Universal Registration Document 2021 310 Chapter 4 – Corporate Governance Report 4.1.7 Regulated agreements and commitments 4.1.7.1 Review of the Regulated Agreements and Commitments entered into by Schneider Electric SE No agreement were concluded during the year that should have required to be approved by the Annual General Meeting in accordance with article L. 225-38 of the French Commercial Code. 4.1.7.2 Procedure for assessing agreements relating to ordinary business operations concluded under normal conditions The Board of Directors, at its meeting of December 11, 2019, established a procedure for regularly assessing whether agreements relating to ordinary business operations concluded under normal conditions meet these conditions. Any persons directly or indirectly concerned by any of these agreements shall not participate in its assessment. The procedure is comprised of two phases: • the assessment of the application of Schneider Electric SE’s internal charter for regulated agreements approved by the Board of Directors on February 19, 2020, which results in an annual business report drawn up jointly by the legal department and the Secretary of the Board of Directors. This report is made available to the Audit & Risks Committee for preparing the evaluation report it draws up for the Board of Directors; • the assessment by the Board of Directors of criteria for qualifying agreements relating to ordinary business operations concluded under normal conditions which deliberates on the basis of the above-mentioned assessment report drawn up by the Audit & Risks Committee. According to this procedure, the Governance & Remunerations Committee reviewed at its meeting of December 13, 2021, the relevance of criteria for qualifying agreements relating to ordinary business operations concluded under normal conditions as defined by the procedure and decided not to amend it. 4.1.7.3 Statutory auditors’ report on related party agreements To the Shareholders, In our capacity as statutory auditors of your Company, we hereby present to you our report on related party agreements. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the relevance of these agreements prior to their approval. We are also required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce) of the continuation of the implementation, during the year, of the agreements previously approved by the Annual General Meeting. We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement. Agreements submitted for approval to the Annual General Meeting We hereby inform you that we have not been notified of any agreements authorized during the year to be submitted to the Annual General Meeting for approval in accordance with Article L. 225-38 of the French Commercial Code ( Code de commerce ). Agreements previously approved by the Annual General Meeting We hereby inform you that we have not been notified of any agreements previously approved by the Annual General Meeting, whose implementation continued during the year. Paris-La Défense, March 11, 2022 The Statutory Auditors French original signed by MAZARS ERNST & YOUNG et Autres Loïc Wallaert Mathieu Mougard Alexandre Resten 4.1 Governance Report
Universal Registration Document Page 311 Page 313