291 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. 3. To enable the Board to exercise its duties as defined in 1 and beyond its specific powers summarized in 2, the Board of Directors: • Shall be informed by its Chairman or by its committees of any significant event concerning the company’s efficient operation as well as the successful conclusions of any significant projects; • Shall give prior authorization for: − All disposals or acquisitions of holdings or assets by the company or by a Group company for a sum of more than 250 million euros, − Concluding any strategic partnership agreement; • Shall review every year its composition, its organization and its mode of operation; • Shall be consulted prior to acceptance by the Chief executive officer or Deputy Chief executive officers of any corporate appointment in a listed company outside the Group; • Shall be informed about market developments, competitive environment and the most important challenges the company has to face, including in the area of social and environmental responsibility. 4. The activities of the Board of Directors and its committees shall be described in the corporate governance report. Article 3 – Membership of the Board of Directors In the proposals it makes and the decisions it takes, the Board of Directors shall ensure: • That it reflects the international nature of the Group’s activities and of its shareholders by having a significant number of members of non- French nationality; • That it protects the independence of the Board through the competence, availability and courage of its members; • That it pursues its objective of diversifying the Board of Directors in compliance with the legal principle of attaining balanced representation between men and women on the Board; • That it appoints persons with the expertise required for developing and implementing the Group strategy while considering the objectives of diversity based on criteria such as age, professional skills and experiences; • That employee shareholders and employees shall continue to be represented on the Board in compliance with the provisions set forth in Articles 11.3 and 11.4 of the Articles of Association; • That it preserves the continuity of the Board by changing some of its members at regular intervals, if necessary by anticipating the expiry of members’ terms of office. Article 4 – Meetings of the Board of Directors 1. The Board of Directors shall meet whenever the interests of the company so require and at the least six times a year, including one meeting for examining strategy in detail. Notices to attend shall be issued by all means, including verbally. They shall be sent via the secretary of the Board. 2. Board meetings shall be convened by the Chairman or, if such person is unable to do so, by the Vice-Chairman. Moreover, if no Board meeting takes place for over two months, the Chairman must convene a meeting of the Board at a date no later than fifteen days after at least one-third of the members of the Board have made a justified request for this purpose. If the request goes unheeded, the person or persons requesting the meeting may convene a meeting himself or themselves, stating the agenda of the proposed meeting. Similarly, the Chief executive officer, if he is not Chairman of the Board of Directors may also address a request to the Chairman to convene a meeting on any given agenda. The person responsible for convening the meeting shall set its agenda. The agenda may be modified or completed at the time of the meeting. Board meetings shall be held at the company’s registered offices or at any other place specified in the notice of the meeting, whether in France or abroad. 3. Any member of the Board may appoint another member to represent him at a Board meeting by means of a proxy form. During the same meeting, each member of the Board may only use one proxy form that he has received further to the foregoing paragraph. Members of the Board may attend Board meetings by videoconference or telecommunication links, which allow them to be identified and which guarantee their effective participation. In such a case, they are counted among the members present to the meeting. However, in accordance with applicable laws, for the purposes of checking and controlling annual accounts, consolidated accounts and the management report, the members of the Board of Directors who attend the meeting by video conference or telecommunication links shall not be taken into account for the purposes of determining the quorum or the majority. Deliberations of the Board of Directors shall only be valid if at least half of the Directors are present. However, in application of Article 15 of the Articles of Association, the Board of Directors may only deliberate validly on the methods for exercising general management if two-thirds of the Directors are present or represented. Decisions shall be taken on a majority vote by the Directors present or represented. In the event of equality of votes, the Chairman of the meeting shall have the casting vote. 4. Besides the secretary of the Board, the Deputy CEO in charge of finance shall attend Board meetings. The Board of Directors shall hear operational managers concerned by major issues submitted to examination by the Board. The Board of Directors may authorize persons who are not members of the Board to attend Board meetings including by videoconference or by telecommunication links.