287 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. If all proposals submitted to the Annual Shareholders’ Meeting are approved by the Shareholders, the Board of Directors would comprise: Directors 14 Employee Directors 3 Board member nationality Europe (6) France (4) North America (3) Asia (2) Board expertise Public company management (11) Corporate finance (11) International markets (12) Industry knowledge (7) Sustainability (3) Law, governance, ethics & compliance (3) Digital & technology (4) Accounting, audit & risk (5) Employee perspective knowledge of the Group (4) Independent Directors* 9 (82%) Average age of Directors 57 Women Directors* 45% * Excluding the Director representing the employee shareholders and the Directors representing the employees. 4.1.2 Organizational and operating procedures of the Board of Directors 4.1.2.1 Governance structure The Chairman & Chief Executive Officer The Company is a European company with a Board of Directors. The functions of the Chairman and Chief Executive Officer are carried out by Mr. Jean-Pascal Tricoire, who was appointed Chairman & Chief Executive Officer on April 25, 2013 and renewed on April 25, 2017 and lastly on April 28, 2021. The performance by Mr. Jean-Pascal Tricoire of the duties of Chairman & Chief Executive Officer seems particularly appropriate to the Board of Directors for all the following reasons: • The results of the external Board assessment conducted in October 2020 and the internal one performed in 2021 that both confirmed that (i) all Board members individually support the current leadership structure and (ii) the level of transparency between management team and the Board of Directors is considered as excellent; • Jean-Pascal Tricoire’s profile, his excellent track record within the Company, his leadership, and his openness to the Board members’ recommendations; • The governance mechanisms in place to safeguard the balance of power between the Board and the management (appointment of a Lead Independent Director with specific powers, high rate of independent Directors within the Board (75%), independence of the committees mainly chaired by independent Directors, executive session proposed systematically at the end of each Board meeting); • The requirement for the Board to deliberate each year on the unification of the functions of Chairman and Chief Executive Officer in pursuance of its internal regulations. All these considerations conducted the Board to renew Mr. Jean-Pascal Tricoire’s office as Chairman & CEO further to his reappointment as a Director by the Annual General Meeting held on April 28, 2021 where 94.92% of the shareholders supported his re-election. The Chairman & Chief Executive Officer represents the Company in its dealings with third parties. He is vested with the broadest authority to act in any and all circumstances in the name and on behalf of the Company. He exercises this authority within the limits of the corporate purpose, except for those matters that are reserved by law expressly to the Annual Shareholders’ Meetings or the Board of Directors. In addition, the internal regulations of the Board of Directors provide that the Chairman & Chief Executive Officer must submit for approval to the Board any acquisition transactions or disposal of assets amounting to more than €250 million as well as any strategic partnership agreement.