295 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. The secretary of the Board shall be the secretary of the Governance and Remunerations Committee. The Committee shall meet at the initiative of its chairperson. The agenda shall be drawn up by the chairperson of the Committee after consultation with the Chairman of the Board of Directors. The Committee shall meet at least three times a year. In order to carry out its assignments, the Committee may hear any person it wishes. 2. The Governance and Remunerations Committee’s duties: The Committee will formulate proposals to the Board of Directors in view of any appointment made: (i) To the Board of Directors: • Directors or non-voting Directors, • Chairman of the Board of Directors, Vice-Chairman and Vice-Chairman Lead Director, Chairpersons and members of committees; (ii) For general management of the company. The Committee will also give its opinion to the Board on nominations for any Deputy CEOs. The Committee shall formulate proposals to the Board of Directors on the compensation policy of the executive Corporate Officers (Chairman of the Board of Directors and/or CEO, Deputy CEO), ensuring in particular its alignment with the corporate interest. The Committee shall prepare annual assessments of the persons concerned and make recommendations to the Board of Directors concerning the determination of the components of the compensation due to executive Corporate Officers in accordance with the compensation policy. To this end, it uses the works of the Human Resources and CSR Committee. The Committee shall prepare the draft corporate governance report of the Board of Directors. When the Committee reports to the Board on these matters, the Board of Directors debates and deliberates without the presence of the executive Corporate Officers. The Committee shall propose measures to the Board of Directors that will reassure both shareholders and the market that the Board of Directors carries out its duties with all necessary independence and objectivity. For this purpose, it will organize for yearly assessments to be made of the Board of Directors. It shall make proposals to the Board of Directors on: • Determining and reviewing Directors’ independence criteria and Directors’ qualifications with regard to these criteria; • Missions carried out by the committees of the Board of Directors; • The evolution, organization, and operation of the Board of Directors and its committees; • The company’s use of national and international corporate governance practices; • The total amount of Board members’ remuneration proposed at Annual General Shareholders’ Meetings together with its allocation amongst them. Article 11 – Human Resources and Corporate Social Responsibility Committee 1. Membership and operation of the Human Resources and Corporate Social Responsibility Committee. The Committee shall be comprised of at least three members. The Director of Human Resources for the Group shall be the secretary to the Human Resources and Corporate Social Responsibility Committee. The Committee shall meet at the initiative of its chairperson. The agenda shall be drawn up by the chairperson of the Committee after consultation with the Chairman serving as CEO. The Committee shall meet at least three times a year. In order to carry out its assignments, the Committee may hear any person it wishes. 2. The Committee’s duties: The Committee shall formulate proposals to the Board of Directors on setting up share subscription/purchase options plans and free/Performance Shares plans. The Committee shall formulate projects on proposals made by general management on: • Compensation of the members of the Executive Committee; • Principles and criteria for determining the compensation of Group executives. The Committee shall be informed of any nomination of members of the Executive Committee and of the main Group executives. It shall examine succession plans for key Group executives. The Committee shall prepare the Board of Directors’ deliberations on (i) expansion of employee shareholding, (ii) review by the Board on social and financial impacts of major re-organization projects and major human resource policies, (iii) monitoring risks management in relation to human resources, and (iv) examining the different aspects of the “CSR” Group policy. Article 12 – Investment Committee 1. Membership and operation of the Investment Committee The Committee shall be comprised of at least three members. The Director of Group Strategy will be secretary to the Investment Committee. The Committee shall meet at the initiative of its chairperson. The agenda shall be drawn up by the chairperson of the Committee after consultation with the Chairman serving as CEO. The Committee shall meet three times a year, less or more depending on the circumstances.