299 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. Key findings • Involvement and contribution of Board members is perceived as very high. Excellent leadership and contribution of the Chairman & CEO who is described as open, engaging, transparent, charismatic, and driven by vision • Perfect fit between the Chairman & CEO and the Vice-Chairman & Lead Independent Director who have a strong relationship and is considered as very open and truly independent • Quality of relations between the Board and the management is unanimously seen as trustful and supportive (everyone feels free to express his/her opinion) • Board members are satisfied with the agendas, which are well designed and balanced between business, financial, and governance topics • Social and environmental dimensions are systematically taken into account in all discussions with the board • All committees operate properly, and their work is satisfactory and useful to the Board decision-making process • Overall, the on-boarding program is considered as very valuable by all the new Board members • The one-to-one meetings between Board members and Executive Committee members are perceived as very valuable and useful. Areas for improvement • Majority of Board members considers that the span of skills brought to the Board is adequate but could be reinforced in Digital and Software and in Asian market knowledge • Progress could be made by dedicating more time on competitive landscape or R&D expenses (investment and KPIs measurement) • Possibly a little bit more time during the meeting should be devoted to debate vs . presentation • Information should be provided more in advance of Board meetings and could be more synthetic • Rhythm of interactions between Board members and Executive Committee members could be increased. 4.1.3 Board activities The Board held seven meetings in 2021 (versus. twelve in 2020 due to the COVID-19). The meetings lasted six hours and twenty minutes on average with an average participation rate of Directors of 97% (same as in 2020). Thirteen Directors have an attendance rate of 100% and none have an attendance rate less than 71.5% as shown in the table summarizing the Directors’ individual attendance at Board meetings. All absences were legitimate and excused. The Board of Directors devoted most of its activities to the Company’s business, strategy, and corporate governance as detailed below: Business and financial results • review and approval of the 2020 financial statements based on the Audit & Risks Committee’s report and the report by the statutory auditors, who were present at the meeting; • review and approval of the financial statements for the first half of 2021; • review of the first and third quarterly results and reports prepared by the senior management; • review of the Group’s 2021 guidance set in February and of the new guidance issued in April and July 2021; • proposal to the Annual Shareholders’ Meeting that the dividend be set at €2.60 per share; • information, at each meeting, on the business situation; • review of the Audit & Risks Committee’s report on the works of the Group’s internal audit and internal control teams; • review of the 2021 risk matrix, the framework design and the deployment status of the Enterprise Risk Management; • selection of the statutory auditors; • review of the Group “Ethics & Compliance System”; • monitoring of the implementation of the share buyback; • review of the liquidity; • authorization of the CEO to issue of sureties, endorsements, and guarantees. Strategy • thorough review of the Group strategy, as every year, as part of a meeting of four days named “Strategy session”, held physically and remotely from August 30 to September 2, 2021, specifically dedicated to the topic; • review, during this Strategy session, on an in-depth strategy analysis of North America, India, software strategy; • authorization or review of external growth operations (such as Uplight, Qmerit) • review of the portfolio; • information about moves and changes concerning competitors of Schneider Electric.