www.se.com Schneider Electric Universal Registration Document 2021 290 Chapter 4 – Corporate Governance Report Article 1 – Method of exercising general management – chairmanship and vice-chairmanship of the Board of Directors continued C. Vice-Chairman of the Board of Directors – Lead Independent Director continued • In order to complement his knowledge, the Vice-Chairman may meet the Group’s leading managers and visit company sites; • The Vice-Chairman carries out annual assessments of the Board of Directors and, in this context, assesses the actual contribution of every member of the Board to the Board’s activities; • The Vice-Chairman shall report on his actions at Annual General Shareholders’ Meetings; • The Vice-Chairman shall meet any shareholder who wishes so and inform the Board of their concerns on governance matters. 4. The Vice-Chairman Lead Director must be an independent member of the Board, as defined in accordance with the criteria published by the company. Article 2 – Roles and powers of the Board of Directors 1. The Board of Directors shall determine company business policies in accordance with its social interest and while considering its social and environmental aspects, and ensure that they are implemented. Subject to the powers expressly conferred to Annual General Shareholders’ Meetings and within the limit of the corporate purpose, it shall deal with any issue affecting the company’s efficient operation and take business decisions within its remit. The Board regularly reviews, in relation to the strategy it has defined, the opportunities and risks, such as financial, legal, operational, social, and environmental risks, as well as the measures taken accordingly. To this end, the Board of Directors receives all of the information needed to carry out its task, notably from the executive Corporate Officers (Chief Executive Officer, Deputy Chief Executive Officers). The Board ascertains the implementation of a process aimed at preventing and detecting corruption and influence peddling. It receives all of the information required for this purpose. The Board also checks that the executive Corporate Officers implement a policy of non-discrimination and diversity, notably with regard to the balanced representation of men and women on the governing bodies. 2. In accordance with legal or statutory provisions, it is the Board of Directors’ responsibility to: • Determine the method of exercising general management of the company; • Appoint executive Corporate Officers and also remove them from office as well as to set their remuneration and the benefits granted to them; • Co-opt Directors whenever necessary; • Convene Annual General Shareholders’ Meetings; • Approve corporate and consolidated accounts; • Draw up management reports and reports for Annual General Shareholders’ Meetings; • Draw up management planning documents and the corresponding reports; • Draw up the corporate governance report as provided for in Article L. 225-37 of the French Commercial Code; • Decide on the use of the delegations of authority granted at Annual General Shareholders’ Meetings, more particularly for increasing company capital, redeeming the company’s own shares, carrying out employee shareholding operations, and cancelling shares; • Authorize the issue of bonds; • Decide on the handing out of options or restricted/Performance Shares within the limits of authorizations given at Annual General Shareholders’ Meetings; • Authorize statutory conventions (conventions covered by Article L. 225-38 and following of the Commercial Code); • Implement a process to regularly assess that the rules used to qualify a related party transaction as regulated agreement or not, are relevant and effective; • Authorize the issue of sureties, endorsements, and guarantees; • Decide on the constitution of study committees and designate their members; • Decide on the dates for the payment of dividends and any possible down-payments on dividends; • Distribute Directors’ remuneration allocated at the Annual General Shareholders’ Meeting amongst members of the Board of Directors. In compliance with the provisions set forth in the Commercial Code, the Board of Directors delegates all powers to the Chairman serving as CEO (or the CEO if appropriate): • For issuing, with the possibility of sub-delegating, sureties, endorsements, or guarantees within a maximum annual sum of 500 million euros, limited per surety, endorsement, or guarantee to: (i) EUR150 million for commitment guarantees made by Group subsidiaries for Group financial optimization operations, (ii) EUR 250 million for commitment guarantees made by Group subsidiaries, for taking over the company’s commitments whenever acquisition operations are made on companies or business activities, (iii) EUR 100 million for other guarantees. The above limits are not applicable to any sureties, endorsements, and guarantees that may be issued with regard to tax or customs authorities. • For formally recording any increases in capital following conversions of convertible bonds, exercising warrants and stock options, as well as subscribing to capital securities or shares giving access to company capital in the context of increases in capital reserved for employees and carrying out all prior and subsequent formalities related to any such changes in capital and to any modifications to the Articles of Association. 4.1 Governance Report