www.se.com Schneider Electric Universal Registration Document 2021 304 Chapter 4 – Corporate Governance Report 4.1 Governance Report Activity in 2021 The Governance & Remunerations Committee reported on its work at the Board’s meetings of February 10, April 27, July 29, October 26, and December 15, 2021. Items Details of missions Proposals to the Board of Directors • Composition of the Board of Directors and its committees • Status of the members of the Board with regard to independence criteria • Mode of exercising the functions of Chairman and CEO • Compensation of Corporate Officers (amount and structure of 2021 compensation, 2021 objectives and level of achievement of 2020 objectives) and allocation to them of performance shares as part of the Long-term incentive plan • Definition of the criteria for short-term (STIP) and long-term (LTIP) compensation of Corporate Officers (jointly with the Human Resources & CSR Committee) • Presentation of “Say on Pay” 2020 and the principles and criteria proposed for 2021 to the Annual Shareholders’ Meeting • Directors’ remuneration • Training program of the Directors representing the employees for 2021 • Opportunity to introduce a Say on climate Reports to the Board of Directors • Review of the succession plan for the Chairman & CEO • Draft corporate governance report of the Board of Directors Self-assessment of the Board of Directors • Leading of the self-assessment of the Board of Directors Shareholder engagement • Reporting on the Vice-Chairman & Lead Independent Director’s meetings with governance analysts within the main shareholders: 24 meetings were held, covering about 35% of the share capital. These meetings reflect the importance given by the Company to dialogue and the direct commitment of Directors towards shareholders (see “Report of the Vice-Chairman & Lead Independent Director of the Board of Directors”, section 4.1.5 of Chapter 4 of this Universal Registration Document) 4.1.4.3 Human Resources & CSR Committee 4 6 75% 100% meetings in 2021* members of independent Directors** average attendance rate Composition as of December 31, 2021 The Board of Directors’ internal regulations and procedures provide that the Human Resources & CSR Committee must have at least three members. • Linda Knoll Chairwoman Independent • Rita Felix Member Employee Director • Willy Kissling Member Non-independent • Xiaoyun Ma Member Employee Director • Fleur Pellerin Member Independent • Anders Runevad Member Independent Changes in the composition in 2021 • Chairmanship: no change. • Membership: no change. Individual attendance rate in 2021 • Linda Knoll 100% • Rita Felix 100% • Willy Kissling 100% • Xiaoyun Ma 100% • Fleur Pellerin 100% • Anders Runevad 100% Operating procedures • The Committee meets at the initiative of its Chairperson or at the request of the Chairman & CEO. • The agenda is drawn up by the Chairperson, after consulting with the Chairman & CEO. • The Committee shall meet at least three times a year. • The Committee may seek advice from any person it feels will help it with its work. • The Chief Human Resources Officer, Mrs. Charise Le, is the secretary of the Committee. * Including the joint meeting with the Governance & Remunerations Committee relating to the 2022 – 2025 Long-term incentive plan of the Corporate Officer. ** Employee Directors excluded as prescribed by the AFEP-MEDEF Corporate Governance Code.