www.se.com Schneider Electric Universal Registration Document 2021 334 Chapter 4 – Corporate Governance Report In conformity with the recommendations of the AFEP-MEDEF Corporate Governance Code: • The entitlement to involuntary severance pay is subject to strict performance conditions, assessed over a period not lesser than two years; • Only circumstances of a forced departure, regardless of the form of the departure, could trigger the entitlement to involuntary severance pay; • Together with the non-compete indemnity, if any, the involuntary severance pay could not exceed twice the average of the Corporate Officer’s annual compensation (fixed and variable part, to the exclusion of the pension benefits); • The Board shall determine unilaterally whether or not to apply the non-compete clause at the time of the departure of the Corporate Officer; • The Corporate Officer shall not be entitled to Involuntary Severance Pay in the case that he is entitled to benefit from his/her pension rights. Corporate Officer Employment contract Top-Hat pension benefits Payments or benefits that may be due in the event of termination of assignment Payments in relation to a non-compete agreement Jean-Pascal Tricoire, Chairman and CEO NO NO (1) YES YES (1) The Board of Directors of February 18, 2015, decided to put an end to the benefits of the top-hat pension plan for Corporate Officers. Recruitment policy On appointment of a new Corporate Officer, the Board expects any new Corporate Officer to be engaged on terms that are consistent with, and in no case more favorable than the policy approved by the shareholders at the last Annual Shareholders’ Meeting, until the next policy is approved. However, it is recognized that all circumstances in which Corporate Officer may be appointed cannot be anticipated. The Board will aim to set compensation that is appropriate to attract, motivate, retain, and reward an individual of the quality required to run the Group successfully, while avoiding paying more than is necessary. If the Board determines that it is in the best interests of the Company and shareholders to secure the services of a particular individual not promoted within the Group, it may require considering the terms of that individual’s existing employment and/ or their personal circumstances. The table below summarizes the policy on appointment of a new Corporate Officer. Fixed compensation Salaries are set by the Board, taking into consideration a number of factors including the current pay for other Corporate Officers, the experience, skill and current pay level of the individual, and external market forces. The Board may choose to set the salary below that of the market or the other Corporate Officers with the intention of applying staged increases as the individual gains experience in the role. Annual variable compensation Annual variable compensation will be awarded within the parameters of the policy in force. Pension The Board would set the pension cash supplementary payments at the appropriate level based on an individual’s circumstances. Other benefits The Board would expect any new Corporate Officer to participate in the benefit schemes that are open to other senior employees (where appropriate, referencing the candidate’s home country) but would take into account the individual’s existing arrangements, market norms, and their status as a Corporate Officer. Buy-out awards The Board may offer compensatory payments or buy-out awards where an individual forfeits outstanding variable pay opportunities or contractual rights as a result of their appointment. The specifics of any buy-out awards would be dependent on the individual circumstances of recruitment and would be determined on a case-by-case basis. On assessing such awards, the Board will seek to make awards on a like-for-like basis to ensure that the value awarded would be no greater than the value forfeited by the individual. The Board may choose to apply performance conditions to these awards. Relocation Where an individual is relocating in order to take up the role, the Board may approve certain one-off benefits such as reasonable relocation expenses, accommodation for a defined period following appointment, assistance with visa applications or other immigration issues, and ongoing arrangements such as tax equalization, annual flights home, and a housing allowance. Internal promotion Where an existing employee is appointed to the Board, he/she will be required to resign from his/her employment contract and the Board will consider all existing contractual commitments including any outstanding share awards or pension entitlements. In making any decision on the compensation of a new Corporate Officer, the Board would balance shareholder expectations, current best practice and the circumstances of any new Corporate Officer. It would strive not to pay more than is necessary to recruit the right candidate and would give full details in the next remuneration report. 4.2 Compensation Report