283 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. Criterion 4: family ties Not to be related by close family ties to a Corporate Officer. Criterion 5: auditor Not to have been an auditor of the Company within the previous five years. Criterion 6: period of office exceeding 12 years Not to have been a Director of the Company for more than 12 years. Loss of the status of independent Director occurs on the date of the 12 th anniversary. Criterion 7: status of non-executive Corporate Officer A non-executive Corporate Officer cannot be considered independent if he or she receives variable compensation in cash or in the form of securities or any compensation linked to the performance of the Company or Group. Criterion 8: status of the major shareholder Directors representing major shareholders of the Company or its parent company may be considered independent, provided these shareholders do not take part in the control of the Company. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Governance & Remunerations Committee, should systematically review the qualification as independent in light of the Company’s shareholding structure and the existence of a potential conflict of interest. Upon recommendation from the Governance & Remunerations Committee, the Board of Directors, during its meeting of February 16, 2022, reviewed the independence of each Board member in regard of the criteria reminded above. • With regard specifically to independence in terms of business relations, the Board of Directors noted that, due to: (i) The absence of business relations between the Directors and Schneider Electric; (ii) The nature of Schneider Electric activities and those of the companies in which members of the Board of Directors are employed or serve as Directors; (iii) The amounts, either unitary or global, of operations performed or that may be performed between Schneider Electric and these companies that are agreed at arm’s length and that are by no means likely to be referred to the Board of Directors; the existing business relations between Schneider Electric and these companies in which the members of the Board of Directors are employed or serve as officers are not likely to prejudice their independence, indeed, when such operations exist, they are agreed at arm’s length and their amounts, representing less than 0.1% of the consolidated turnover of each group, are without a doubt insignificant for each party, in particular with regard to respective size of the groups concerned. Among 15 Directors, 9 are independent according to the definition prescribed by the AFEP-MEDEF Corporate Governance Code: Mrs. Cécile Cabanis, Mr. Fred Kindle, Mrs. Linda Knoll, Mrs. Jill Lee, Mrs. Anna Ohlsson-Leijon, Mrs. Fleur Pellerin, Mr. Anders Runevad, Mr. Gregory Spierkel, and Mr. Lip-Bu Tan. • Mr. Jean-Pascal Tricoire, as Chief Executive Officer, Mrs. Xiaoyun Ma, as employee shareholders representative, Mrs. Rita Felix and Mr. Bruno Turchet as employee Directors, Mr. Léo Apotheker, and Mr. Willy Kissling, who have served on the Board for over 12 years, are not considered to be independent Directors under the AFEP-MEDEF Corporate Governance Code. • The AFEP-MEDEF Corporate Governance Code recommends that, in non-controlled companies, the Board comprises at least 50% independent Directors (Directors representing employee shareholders and employees are not computed in calculating this percentage). The proportion of independent Directors of the Company, excluding Mrs. Xiaoyun Ma, Mrs. Rita Felix and Mr. Bruno Turchet, is therefore 75%. The proportion would rise to 82% should the renewal of Mrs. Linda Knoll and M. Anders Runevad, and the appointment of Mrs. Nive Bhagat be voted in the Annual Shareholders’ Meeting per respectively the 11 th , 12 th , and 13 th resolutions.