297 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. 4.1.2.4 Charter of the Vice-Chairman & Lead Independent Director The Board of Directors adopted the Charter of the Vice-Chairman & Lead Independent Director which is reproduced hereafter and available on the Company’s website, se.com. 1. The Board of Directors may appoint a Vice-Chairman. The Vice-Chairman shall be appointed for a period that may not be any longer than his term of office as a Director. The Vice-Chairman is eligible for re-election. The Vice-Chairman may be removed from office by the Board of Directors at any time. 2. The Vice-Chairman shall preside over Board meetings in the absence of the Chairman. The Vice-Chairman shall be called upon to replace the Chairman of the Board of Directors in the event of any temporary inability of the latter to fulfill his functions or his death. In the event of the Chairman’s inability to fulfill his functions, he will be replaced by the Vice-Chairman as long as his inability may last and, in the case of his death, until the election of a new Chairman. 3. In exception to 1 above, and in compliance with Article 12.2 of the Articles of Association, the appointment of a Vice-Chairman is compulsory if the roles of Chairman and CEO are combined. In this case, the Vice-Chairman also takes on the role of Lead Independent Director. In this respect: • the Vice-Chairman is kept informed of major events in Group life through regular contacts and monthly meetings with the Chairman serving as CEO; • the Vice-Chairman is consulted by the Chairman serving as CEO on the agenda and the sequence of events for every Board meeting as well as on the schedule for Board meetings; • the Vice-Chairman may convene executive sessions with non-executive members of the Board of Directors, over which he will preside. An executive session shall be included on the agenda of every Board meeting. It is the Vice-Chairman’s responsibility to decide whether it should be held or not. It is therefore held as decided by the Vice-Chairman, either directly before or after each Board meeting. In addition, the Vice-Chairman may convene an executive session between 2 Board meetings. Any Director may ask the Vice-Chairman to convene an executive session; • the Vice-Chairman shall promptly report to the Chairman serving as CEO on the conclusions of executive sessions; • the Vice-Chairman shall draw the attention of the Chairman and of the Board of Directors to any possible conflicts of interest that he may have identified; • the Vice-Chairman is Chairman of the Governance Committee; • like any other member of the Board, the Vice-Chairman may attend any meetings of committees of which he is not a member; • 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 and biennial assessments of the Board of Directors and, in this context, assesses the actual contribution of every member of the Board to the Board’s works; • 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 the criteria published by the company. 4.1.2.5 Information and training of the Board of Directors and its members Information given to Directors To ensure that the Board of Directors is well informed at all times, Schneider Electric SE applies the following rules: members of the Board have access, via a secure dedicated platform, in principle, ten days before every Board meeting, to the agenda for the meeting and to the draft minutes of the last meeting and, four to five days before, to the Board’s file. Executive Committee members are invited, depending on the subject, to present the major issues within their areas of responsibility. Statutory auditors attend the portion of the Board’s meetings at which the full year and half year financial statements are reviewed. In addition, each year a Board meeting called “strategy week” is held in the form of a seminar and invites key executives of the Group to contribute to Board discussions. These seminars also enable directors to constantly refine their understanding of the challenges facing the Group through themed-based presentations and site visits. Furthermore, the Board organizes a range of specific training sessions throughout the year to help directors increase their knowledge of the Group (through presentations of its ecosystem, challenges, businesses and certain of its regions) and its competitive environment, as well as recent market disruption trends and technological developments. In 2021, four training sessions were organized on subjects like Climate change, Talents or Supply Chain. Between each meeting of the Board of Directors, aside from meetings that they may have with the Chairman & CEO, Directors receive information through relevant financial analysts’ reports, and other documents. Board members also have the opportunity to meet informally with key members of senior management. Board of Director dinners are organized in order to offer more opportunities to interact with investors, customers, experts, etc . These dinners are meant to provide the Board members with external views on the Group, to increase their understanding of the changes in its business environment, and to gain more insight on the needs and motivations of all stakeholders. In 2021, due to COVID-19 sanitary crisis and the lockdown in France, only two dinners were organized.