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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.

As of May 5, 2022, the Board of director comprised 14 members out of which 3 are Employee Director or Employee Shareholders’ representative Director :

  • Jean-Pascal Tricoire, Chairman and Chief Executive Officer
  • Fred Kindle, Vice-chairman and Independent Lead Director
  • Léo Apotheker, Director
  • Nive Bhagat, Independent Director
  • Cécile Cabanis, Independent Director
  • Rita Felix, Employee Director
  • Linda Knoll, Independent Director
  • Jill Lee, Independent Director
  • Xiaoyun Ma, Employee Shareholers' representative Director
  • Anna Ohlsson-Leijon, Independent Director
  • Anders Runevad, Independent Director
  • Gregory Spierkel, Independent Director
  • Lip-Bu Tan, Independent Director
  • Bruno Turchet, Employee Director

As of May 5, 2022, the average age of the Directors is 57.

Eleven Directors, or 79% 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; British: Ms. Nive Bhagat; Canadian: Mr. Gregory Spierkel; Chinese: Ms. Xiaoyun Ma; Portuguese: Ms. Rita Felix; Singaporean: Ms. Jill Lee; Swedish: Ms. Anna Ohlsson-Leijon and Mr. Anders Runevad; Swiss: Mr. Fred Kindle).

One Director, Ms. Xiaoyun Ma, represents the employee shareholders in accordance with the provisions of Articles L. 225-23 and L. 22-10-5 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. Bruno Turchet, 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. Bruno Turchet in 2021 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 & 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 May 5, 2022, 9 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 Directors representing employees are excluded from the calculation of this ratio), i.e. 82%. These are Ms. Nive Bhagat, Ms. Cécile Cabanis, Mr. Fred Kindle, Ms. Linda Knoll, Ms. Jill Lee, Ms. Anna Ohlsson-Leijon, 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. Bruno Turchet, as employee representatives, Mr. Léo Apotheker, 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 directors

Specific powers are vested in the Board of Directors under French law and the Company’s Articles of Association as well as the Internal Board regulations. Hence the Board of Directors:

Powers vested by law
  • determine the Group’s strategic directions and ensures their implementation, in doing so, the Board shall act in accordance with the corporate interest and shall take into account social and environmental matters;
  • examine 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;
  • approve the statutory and consolidated financial statements;
  • carry out all audits and controls that it deems necessary;
  • authorize any regulated agreements on a preliminary basis;
  • co-opt Directors whenever necessary;
  • 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), and subject to shareholders’ control, set their compensation and the benefits granted to them as well as the compensation policy applicable to them;
  • set the Directors’ remuneration within the total maximum amount determined by the Annual Shareholders’ Meeting as well as the compensation policy applicable to them;
  • call Annual Shareholders’ Meetings and approve all reports submitted to shareholders;
  • decide on the use of authorizations granted by the Shareholders’ Meetings, more particularly for increasing Company capital, buying back the Company’s own shares, carrying out employee shareholding transactions, implementing Long-Term Incentive Plan through the granting of Performance Shares and canceling shares;
  • authorize the issue of bonds;
  • authorize the issue of sureties, endorsements, and guarantees.

Additional powers arising from Articles of Association or Internal Board Regulations
  • may appoint a Vice-Chairman;
  • may appoint up to three Board Observers;
  • regularly review, in relation to the strategy it has defined, the opportunities and risks, such as financial, legal, operational, social and environmental risks, as well as the measures taken accordingly;
  • ascertain the implementation of a process aimed at preventing and detecting corruption and influence peddling;
  • checks that the executive Corporate Officers implement a policy of non-discrimination and diversity, notably with regard to the balanced representation of men and women on executive bodies;
  • 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.

Missions of the Vice-Chairman and Lead Independent 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 & Remunerations Committee;
  • 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 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.

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