www.se.com Schneider Electric Universal Registration Document 2021 286 Chapter 4 – Corporate Governance Report Directors selection process The Independent Director selection process is led by the Vice- Chairman & Lead Independent Director and Chairman of the Governance & Remunerations Committee. When one or more directorships become vacant, or more broadly when the Board of Directors wishes to expand or modify its composition, the Governance & Remuneration Committee documents and ranks the selection criteria for potential candidates, taking into account of the desired balance and diversity in the Board’s composition. The Committee takes into account the diversity policy and the objectives defined by the Board of Directors in term of skillset. Based on these criteria, the Committee steers the search for and selection of new directors, where appropriate with the assistance of an external consultant, and conducts the necessary verifications. The members of the Governance & Remunerations Committee then interview the candidates and issue a recommendation to the Board of Directors. In preparation of the 2022 Shareholders’ Meeting, the Governance & Remunerations Committee focused on furthering the international diversification of the Board of Directors and increasing the number of women directors, as well as adding digital expertise. A specific selection process exists for directors representing employees and directors representing employee shareholders, in accordance with prevailing regulations. Succession planning of corporate officer Succession plans at Schneider Electric correspond to a systematic, structured process for identifying and preparing employees with potential to fill key organizational positions, should the position become vacant. This process applies to all key positions including the Chairman & CEO position. Succession plans aim at ensuring a continued effective performance of the organization by providing for the availability of experienced and capable employees who are prepared to assume these roles as they become available. Succession plans are necessary processes to reduce risk of vacant positions or skill gap transitions, create a pipeline of future leaders, ensure full business continuity and improve employee motivation and engagement. The mission of the Governance & Remunerations Committee includes preparing for the future of the Company’s executive bodies, in particular through the establishment of a succession plan for the executive officers. The plan, which is reviewed at meetings of the Governance & Remunerations Committee, addresses various scenarios: • unplanned vacancy due to prohibition, resignation or death; • planned vacancy due to retirement or expiration of term of office. Through its work and discussions, the Committee seeks to devise a succession plan that is adaptable to situations arising in the short, medium or long term. The Governance & Remunerations Committee: • provides the Board with progress reports, in particular at executive sessions; • works closely with the Chairman & Chief Executive Officer to (i) ensure the plan is consistent with the Company’s own practices and market practices, (ii) ensure high-potential internal prospects receive appropriate support and training, and (iii) check there is adequate monitoring of key posts likely to fall vacant; • meets with key executives. The succession plan is being reviewed and examined in light of the wish expressed last year by the Board to separate the roles of Chairman & Chief Executive Officer during Mr. Tricoire’s current term. Proposals to the Annual Shareholders’ Meeting on the composition of the Board of Directors Mr. Willy Kissling, member of the Board of Directors for twenty-one years, and Mrs. Fleur Pellerin, member of the Board of Directors since 2018, have decided not to seek the renewal of their terms of office which expire at the closing of this Shareholders’ Meeting. The Board of Directors expressed its gratitude to Mr. Willy Kissling’s and Mrs. Fleur Pellerin’s dedication to the Board of Directors’ work and to their long-term commitment. As part of the Board’s continuous review of its composition, the Board of Directors asked the Governance & Remuneration Committee to make some recommendation on the renewal of Mrs. Linda Knoll and Mr. Anders Runevad, and search for complementary candidates in line with the skillset highlighted by its Board skills matrix and the challenges of the Company. In that respect, the Committee has analyzed Mrs. Linda Knoll’s and Mr. Anders Runevad’s situation with regards to their time commitment and availability to fulfill their duties. Neither of them holds an excessive number of directorships, and their individual attendance rates at Board and Committee meetings are high as indicated in their biography (see section 4.1.1.2 of this Chapter 4 of the 2021 Universal Registration Document). The Board also assessed their respective contributions to the work of the Board and of the Committees to which they belong, and decided that keeping them as directors was in the interests of the Company and consistent with the targeted composition of the Board as identified in the process described above. As a Director, Mrs. Linda Knoll brings the Board of Directors experience in senior Human Resources executive roles with international groups. Mr. Anders Runevad brings to the Board the benefit of his experience as the former CEO of Vestas Wind Systems A/S and a strong profile on sustainability matters. The Governance & Remunerations Committee also identified the skills that would be necessary to diversify and strengthen the Board composition and hired an external recruitment firm (Heidrick & Struggles) to search for suitable candidates. Among these candidates, the Governance & Remuneration Committee preselected a short list and the members of the Committee interviewed the short-listed candidates. Following these interviews, the Committee recommended a candidate to the Board of Directors, Mrs. Nivedita Krishnamurthy Bhagat, also known as Nive Bhagat, who, on February 16, 2022, was appointed as an Observer with the aim to propose her appointment to the Shareholders’ Meeting. Mrs. Nive Bhagat, a British citizen, is currently Global Chief Executive Officer for Global Cloud Infrastructure Services of Capgemini and a member of its group executive committee. The board has analysed her situation with regards to her global time- commitment and concluded she has sufficient time to dedicate and fulfill her role at the Board. She will bring to the Board the experience and additional skillset based on her wide-ranging finance and business background especially in the field of digital and will further add to the gender diversity of the Board of Directors. She will also strengthen the profiles of the Schneider Electric Board by her excellent knowledge of the Asian market. She will qualify as an independent Director with regard to all the criteria set by Article 9.5 of the AFEP-MEDEF Corporate Governance Code and, if appointed, will join the Digital Committee. 4.1 Governance Report