293 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. Members of the Board of Directors shall refrain from carrying out any transaction involving company’s listed shares during the 31 days before the day following publication of annual or half-yearly accounts, and during the 16-day period before the day following publication of quarterly information. The same principle applies when they hold insider information, i.e., precise information concerning the company, which has not been made public and which, if it were made public, could have a marked impact on share price or on any financial instrument related to them. 10. Members of the Board of Directors shall attend Annual General Shareholders’ Meetings. 11. Members of the Board of Directors shall be remunerated by the payment of an annual fixed amount allocated at Annual General Shareholders’ Meetings. The said amount will be distributed by the Board of Directors to its members. The Board of Directors may grant exceptional remuneration for assignments or offices conferred upon Directors. 12. Travelling expenses, notably including hotel and restaurant expenses, incurred by the members of the Board of Directors in relation to the performance of their duties, shall be borne by the company on presentation of supporting documents. 13. Members of the Board of Directors shall complete the on-boarding programme offered to them at the beginning of their first term. Article 7 – Non-voting Directors The non-voting Directors shall attend Board meetings in a consultative capacity. They shall receive the same information as the other members of the Board. They may be appointed as members of committees, except for the Audit Committee. They shall act in the interest of the company under all circumstances. They shall be bound by the same general confidentiality obligation as the members of the Board of Directors and shall be subject to the same limitations regarding transactions involving the company’s shares. Their remuneration shall be determined by the Board of Directors. Article 8 – The committees of the Board of Directors 1. The committees created by the Board of Directors shall be as follows: • Governance and Remunerations Committee; • Audit and Risks Committee; • Human Resources and Corporate Social Responsibility Committee; • Investment Committee; • Digital Committee. 2. The role of these committees shall be to research and prepare certain matters to be considered by the Board of Directors. They shall make proposals, give recommendations and issue opinions, as appropriate, in their area of competence. Created by virtue of Article 13 of the Articles of Association, they shall only have a consultative role and shall act under the authority of the Board of Directors. 3. The chairpersons and members of the committees shall be appointed by the Board of Directors. However, the Vice-Chairman Lead Director shall preside over the Governance and Remunerations Committee. They shall be appointed in a personal capacity and may not be represented. The terms of office of committee members shall coincide with their terms of office as members of the Board of Directors. The terms of office of committee members may be renewed. As a matter of good governance and to the exclusion of the Governance and Remunerations Committee chaired by the Vice- Chairman Lead Director, committee chairs should be rotated and not exceed four-years for a given committee. The Board of Directors shall deliberate annually on the chairmanship of the concerned committee whenever such four-year limit is reached or exceeded. 4. Committees shall meet on the initiative of their chairperson or on request from the Chairman of the Board of Directors or the CEO. 5. The Chairman serving as CEO or the CEO shall be kept informed of committee meetings. He/she shall be in regular contact with committee chairmen. 6. Committee meetings shall be held at the company’s registered offices or any other place decided upon by the chairperson of the committee with an agenda prepared by the latter. If necessary, they may be held by audio or video conference. Members of the Board of Directors may attend meetings of committees of which they are not a member. Only the members of the committee shall take part in the committee’s discussions. A secretary will prepare the minutes of the meetings, which shall be recorded in an ad hoc register specific to each committee by the secretary of the Board. A report on each committee’s activities shall be given by the committee’s chairperson or one of its members at the next Board meeting. Minutes of committee meetings shall be provided for the members of the Board of Directors. After referring the matter to the Chairman of the Board, every committee may request studies from external consultants. Every committee may invite any person of its choice to its meetings, as and when required. 7. Other than the permanent specialist committees that it has created, the Board of Directors may also decide to set up any ad hoc committees for specific operations or assignments.