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Composition of the Board of directors

The Board of directors shall comprise at least 3 and up to 18 members, all of whom must be natural persons elected by the Shareholders’ Meeting. However, in case of death or resignation of a member, the Board may co-opt a new member. This appointment is then subject to ratification by the next Shareholders’ Meeting.

Pursuant to the internal regulations, each director must hold at least 1,000 Schneider Electric SE shares throughout his/her term.

Directors are appointed for four-year terms (renewable). However, from the age of 70, directors are re-elected or appointed for a period of two years. No more than a third of the directors may be aged 70 or over.

In pursuance of the amendment of the Articles of Association approved by the shareholders at the General Meeting held on April 23, 2020 allowing the appointment of the second employee representative by the European Works Council, Schneider Electric’s board of directors now comprises a second employee representative, Ms. Rita Felix, bringing the number of directors to 14 out of which 3 are employees.

Board of directors’ members as of July 28, 2020:
  • Jean Pascal Tricoire, Chairman and Chief Executive Officer
  • Fred Kindle, Vice-chairman independent lead director
  • Léo Apotheker
  • Cécile Cabanis
  • Rita Felix
  • Willy Kissling
  • Linda Knoll
  • Jill Lee
  • Xiaoyun Ma
  • Patrick Montier
  • Fleur Pellerin
  • Anders Runevad
  • Gregory Spierkel
  • Lip-Bu Tan

As of July 28, 2020, the average age of the Directors is 58.

Ten directors, or 71% of the Board members, are of non-French origin or nationality (German: Mr. Léo Apotheker who also has the French nationality; American: Ms. Linda Knoll and Mr. Lip-Bu Tan; Canadian: Mr. Gregory Spierkel; Chinese: Ms. Xiaoyun Ma; Portuguese: Ms. Rita Felix; Singaporean: Ms. Jill Lee; Swedish: Mr. Anders Runevad; Swiss: Mr. Fred Kindle and Mr. Willy Kissling).

One director, Ms. Xiaoyun Ma, represents the employee shareholders in accordance with the provisions of Article L.225-23 of the French Commercial Code. She was elected by the Annual Shareholders' Meeting on the recommendation of the supervisory boards of the FCPEs.

Two directors, Ms. Rita Felix and Mr. Patrick Montier, represent employees in accordance with the provisions of Article L.225-27-1 of the French Commercial Code. Ms. Rita Felix was appointed in 2020 by the European Works Council and Mr. Patrick Montier in 2017 by the most representative trade union organization at the Group level in pursuance of Article 11.4 of the Articles of Association.

Independent Directors

Each year, as provided under the AFEP/MEDEF corporate governance Code of listed corporations and based on the report of the Governance and remunerations committee, the Board of directors dedicates one of the points on its agenda to the qualification of its members as independent with regard to the criteria for independence set out in Article 9.5 of the Code.

As of July 28, 2020, 8 directors out of 11 are independent according to the definition contained in the AFEP/MEDEF corporate governance Code of listed corporations (the director representing the employee shareholders and the director representing employees are excluded from the calculation of this ratio), i.e. 73%. These are Ms. Cécile Cabanis, Mr. Fred Kindle, Ms. Linda Knoll, Ms. Jill Lee, Ms. Fleur Pellerin, Mr. Anders Runevad, Mr. Gregory Spierkel and Mr. Lip-Bu Tan.

In addition to Mr. Jean-Pascal Tricoire, as Chief Executive Officer, to Ms. Xiaoyun Ma, as employee shareholder representative, to Ms. Rita Felix and Mr. Patrick Montier, as employee representatives, Messrs. Léo Apotheker and Willy Kissling, who have served on the Board for over 12 years, are not considered to be independent director under the AFEP/MEDEF Code.

Missions of the Board of directors

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. It shall examine any and all matters related to the efficient operation of the business and make decisions about any and all issues concerning the company, within the limits of the corporate purpose, except for those matters which, by law, can only be decided on by the shareholders in a Shareholders’ Meeting.

Specific powers are vested in the Board of directors under French law and the company’s Articles of Association. These include the power to:
  • determine the method of exercising the Senior Management of the company;
  • appoint executive corporate officers and also remove them from office (Chief Executive Officer and deputy Chief Executive Officers if any) as well as to set their compensation and the benefits granted to them;
  • co-opt directors whenever necessary;
  • call the Shareholders’ Meetings and, as applicable, the Bondholders’ General Meetings;
  • approve the corporate and consolidated financial statements;
  • draw up management reports, corporate governance reports in the meaning of Article L.225-37 of the French Commercial Code and reports for Shareholders’ Meetings;
  • draw up management forecast documents and the corresponding reports;
  • decide on the use of authorizations granted at Shareholders’ Meetings, more particularly for increasing company’s capital, buying back the company’s own shares, carrying out employee shareholding transactions and cancelling shares;
  • authorize the issue of bonds;
  • decide on the allocation of options or free/performance shares within the limits of authorizations given at Shareholders’ Meetings;
  • authorize regulated agreements (agreements covered by Article L.225-38 et seq of the French 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 dates for the payment of dividends and any possible interim dividends.

The Board of directors may appoint between one and three non-voting members and decide to create board committees. It draws up internal rules. It determines the allocation of attendance fees; the total amount is determined by the Shareholders’ Meeting.

Missions of the Vice-Chairman lead director

The Vice-Chairman:
  • is kept informed of major events in Group’s life through regular contacts and monthly meetings with the Chairman, as well as contacts with the Group’s leading managers and company sites visits. Furthermore, he can attend to any meetings of committees of which he is not a member;
  • may answer to the questions from shareholders and meet them on governance matters when he appears as the relevant contact person to do so;
  • draws up the agenda of the Board jointly with the Chairman;
  • chairs the Governance and remunerations committee which, based on the annual assessment of the Board of directors and of the Chairman, proposes every year to the Board to combine or not the functions of Chairman and Chief Executive Officer and, as may be required, makes proposal for succession of one or the other function;
  • chairs “executive sessions” with non-executive members of the Board of directors, i.e. without the Chairman and the Deputy CEO if any;
  • reports to the Chairman on the conclusions of “executive sessions”;
  • conducts the assessments of the Board of directors;
  • draws the attention of the Chairman and of the Board of directors to any possible conflict of interest that he may have identified or which may be reported to him;
  • reports on his actions at General Shareholders’ Meetings.

Charter of the Vice-Chairman Lead Director (pdf, 15Kb) >

Information of the Board of 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 10 days before every Board meeting, to the agenda for the meeting and to the draft minutes of the last meeting and, 4 to 5 days before, to the board’s file. The documentation includes a quarterly activities report, presentations on items scheduled on the agenda or notes and, as appropriate, draft social and consolidated financial information. A supplementary file may also be provided at the meeting.

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 statutory and interim financial statements are reviewed.

Between each meeting of the board of directors, aside from meetings that they may have with the Chairman and CEO, directors receive continuous information through periodic information letters, drafted exclusively for their attention, which keep them informed of developments in the Group, the competitive environment and developments in investor consensus and feedback. They also receive a weekly press review, all of the Company’s press releases, relevant financial analysts’ reports and other documents.

Board members also have the opportunity to meet informally with key members of Senior Management between Board meetings.

Besides, new directors are offered a training and information program on the Group’s strategy and businesses.

Self-assessment of the Board of directors

Pursuant to its internal regulations, Schneider Electric SE’s board of directors annually reviews its composition, organization and operations, as well as those of its committees. This yearly assessment is carried out through a written questionnaire sent to board members or an interview with the board member. The evaluation is conducted under the leadership of the Vice-Chairman independent lead director by the secretary of the board of directors.

In addition, as per the AFEP/MEDEF corporate governance Code, the board of directors shall undertake at least once every 3 years a formal self-assessment, which may be conducted with the assistance of an external consultant.

The last formal self-assessment was conducted in 2017 with the support of an independent consultancy firm consisting in thorough individual interviews with each director on the basis of a detailed questionnaire covering governance in all its dimensions. The conclusion of the self- assessment was a unanimous very positive opinion on the composition and the mode of operation of the board of directors and its committees. The directors highlighted the robustness of governance thanks to a management that is “open and transparent”, a Vice-chairman independent lead director committed in its liaison role between the Chairman and the directors, and a board of directors that is dedicated and efficient, the combination ensuring a very satisfactory balance of powers. This formal assessment suggested other improvements and was duly followed by the approval, by the board of directors, of an Action Plan followed by the corresponding changes of its internal regulations and the composition of its committees.

In 2018, the internal assessment, carried out in the form of an anonymous online survey, had confirmed the positive conclusions of the 2017 in- depth assessment and, in a continuous way of improvement, lead to the adoption by the board of directors, upon recommendations by the Governance and remunerations committee, on October 24, 2018 of a new Action Plan. This Action Plan prescribed in particular to engage in further discussion on succession planning of top management, to devote an item to risks analysis and governance under the leadership of the Audit and risks committee, to dedicate time to industry trends and key battles, to resume rotating regional reviews and to arrange for factory visits, on an on-going basis. The adoption of this Action Plan was followed by the required changes in the internal regulations on December 12, 2018 and the inclusion in the board and committees’ agenda of all the above-mentioned topics, including the visit of the Vaudreuil factory in July 2019.

In 2019, the internal assessment was carried out again in the form of an anonymous online survey. The board members’ opinion on the composition, the organisation and functioning of the board has further improved vs. 2018, with 85% of the board members believing that the functioning improved since last assessment and none complaining that it deteriorated. The board members highlighted the Chairman and CEO’s leadership, his openness and transparency as well as the efficiency of the tandem Chairman & CEO – Vice-Chairman lead independent director which is found to fit perfectly the Company’s needs. The great quality of the Strategy Session as well as the robustness of the on-boarding program dedicated to the new members were also praised. For the first time, the process included a 360° individual assessment of each member in his/her individual capacity, with feedback made individually by the Vice-chairman lead independent director. No specific concern was raised.

In 2020, a formal self-assessment will be performed with the assistance of an independent and external expert.

To know more about the board’s committees  >

Return to Governance main page

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