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.
As of April 28, 2021, the Board of director comprised 15 members out of which 3 are employees:
- Jean Pascal Tricoire, Chairman and Chief Executive Officer
- Fred Kindle, Vice-chairman and Independent Lead Director
- Léo Apotheker, Director
- Cécile Cabanis, Independent Director
- Rita Felix, Employee Director
- Willy Kissling, Director
- Linda Knoll, Independent Director
- Jill Lee, Independent Director
- Xiaoyun Ma, Employee Shareholers' representative Director
- Anna Ohlsson-Leijon, Independent Director
- Fleur Pellerin, Independent Director
- Anders Runevad, Independent Director
- Gregory Spierkel, Independent Director
- Lip-Bu Tan, Independent Director
- Bruno Turchet, Employee Director
As of April 28, 2021, the average age of the Directors is 57.
Eleven Directors, or 73% 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: Ms. Anna Ohlsson-Leijon and 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 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.
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 April 28, 2021, 9 directors out of 12 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. 75%. These are Ms. Cécile Cabanis, Mr. Fred Kindle, Ms. Linda Knoll, Ms. Jill Lee, Ms. Anna Ohlsson-Leijon, 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. Bruno Turchet, 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.