Composition of the Board of directors
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.
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.