Composition of the Board of directorsThe 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.
As of April 25, 2019 at the end of the Annual Shareholders’ Meeting, the Board of directors had 14 directors. Following Ms. Xuezheng Ma’s demise and Ms. Carolina Dybeck Happe’s resignation, the Board of directors has now 12 members.
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.
Board of directors’ members as of November 25, 2019
- Jean Pascal Tricoire
- Léo Apotheker
- Cécile Cabanis
- Fred Kindle
- Willy Kissling
- Linda Knoll
- Xiaoyun Ma
- Patrick Montier
- Fleur Pellerin
- Anders Runevad
- Gregory Spierkel
- Lip-Bu Tan
As on November 25, 2019, the average age of the Directors is 59.
Eight directors, or 66.7% 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; Liechtenstein: Mr. Fred Kindle; Swedish: Mr. Anders Runevad; Swiss: 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.
One director, Mr. Patrick Montier, represents employees in accordance with the provisions of Article L.225-27-1 of the French Commercial Code. He was appointed by the most representative trade union organization at the Group level in pursuance of Article 11.4 of the Articles of Association.
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 8.5 of the Code.
As of November 25, 2019, 8 directors out of 10 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 being not taken into account for the calculation of this ratio), i.e. 80%. These are Mr. Léo Apotheker, Ms. Cécile Cabanis, Mr. Fred Kindle, Ms. Linda Knoll, 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, and to Mr. Patrick Montier, as employee representative, Mr. Willy Kissling, who has served on the Board for over 12 years, is not considered to be independent director under the AFEP/MEDEF Code.
Missions of the Board of directorsThe 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) 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);
- 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 directorThe 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;
- 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 directorsTo 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 directorsPursuant 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.
In 2017, a formal self-assessment was carried out under the Governance and remunerations committee’s supervision with the assistance of an independent consultancy firm selected pursuant to a tender process on the basis of a detailed questionnaire covering governance in all its dimensions: methods of exercising general management, composition of the Board, efficiency of the mode of operation of the Board and its committees, relationships with general management, shareholders and stakeholders. The assessment also covered the individual contribution of the members of the Board. The external consultant reported the conclusions of this assessment on December 13, 2017 to the Governance and remunerations committee and on December 14, 2017 to the Board of directors.
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 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.
The mutual trust between the Board and the management and the quality of the Strategy Session were also highlighted.
The external assessment report concluded:
“The Board of Schneider Electric is an efficient board with a well- balanced governance, supported by a diverse composition, productive and engaged committees and an open and transparent management. When benchmarked to board best practices, it ranks at the top”.
This formal assessment also confirmed the importance of the continuity of the regeneration plan which aims at reinforcing skills in the field of new technologies and knowledge of the Asian market. The presence at the Board of a French personality of an international stature was also requested. The appointments of Fleur Pellerin and Anders Runevad as directors by the Annual Shareholders’ Meeting of April 24, 2018 fully met these needs.
This formal assessment suggested other improvements and was duly followed by the approval by the Board of directors of the corresponding action plan. The internal regulations of the Board of directors and the composition of the committees have been modified to reflect the adopted changes.
In 2018, in pursuance of the Board decision of July 25, the annual self-assessment was carried out in the form of an anonymous on-line survey. In comparison with 2017, the Board members’ opinion on the composition, the organization and functioning of the Board remains extremely positive. The Action Plan adopted after the 2017 external assessment has been implemented and its positive effects were highlighted in the self-assessment.
In a continuous way of improvement, the Board of directors, upon recommendations by the Governance and remunerations committee, adopted on October 24, 2018 a new action plan and the corresponding amendment of its internal regulations on December 12, 2018
(Internal regulations of the Board of Directors).
To know more about the board’s committees >
Releases on regulated agreements >
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