Schneider Electric S.E. (SU) Earnings Call Transcript & Summary

April 28, 2021

Euronext Paris FR Industrials Electrical Equipment shareholder_meeting 140 min

Earnings Call Speaker Segments

Cecile Cabanis

executive
#1

[Interpreted] Ladies and gentlemen, shareholders, I declare open our shareholders meeting of the 28th of April '21. I'm pleased to Chair this meeting as a member of the Board of Directors of your company, especially designated for this purpose by the Board in accordance with Article 19 of the Articles of Association. We have protection measures. Due to COVID-19 crisis, I've led your Board of Directors to convene this shareholders' meeting behind closed doors in accordance with the provisions of the ordinance of the 25th of March 2020, extended by the decree of the 9th of March '21. The Board requested a live broadcast on the Schneider Electric website be provided, so that we can present your company's activity in 2020. In addition to allow dialogue with our shareholders during this meeting, a dedicated platform to shareholders is open during the meeting, giving you the opportunity to ask questions by video and by writing for the Q&A session to be held before the vote on resolutions is announced. The link to this platform is available on the company's website on the page dedicated to the meeting, and I invite you to log on to ask your questions. Now present by video conference, Jean-Pascal Tricoire, Chairman and CEO from Hong Kong; Fred Kindle, Vice Chairman and Lead Independent Director from Zurich. Next to me, Hilary Maxson, Chief Financial Officer; Jean-Yves Jégourel, Statutory Auditor; and on the other side, Ségolène Simonin-du Boullay, Secretary of the Board of Directors. I shall proceed with the constitution of the bureau of the shareholders' meeting. In accordance with the decision of your Board of Directors, I call for the juries of scrutineers, Stéphane Taillepied representing Amundi Asset Management; and Claude Briquet representing the FCPE Schneider Actionnariat, both being among the 10 shareholders with the largest number of voting rights to Schneider Electric S.E.'s knowledge. Ségolène Simonin-du Boullay is appointed as Secretary. I remind you that the shareholders meeting was convened today on first convocation. A prior meeting notice serving as a notice of meeting was published in the bulletin des annonces légales obligatoires on March 22, 2021, while the notice of meeting in the [ Journouise Speciale D'Associate ] was published on the 10th of April 2021. According to the attendance sheet, I note that the number of shares represented is 364,996,658. That's 65.60% of the company share capital. The legal quorum to hold this combined shareholders' meeting has, therefore, been met. This meeting being held behind closed doors without a vote in session, this quorum is final. The members of the bureau will please certify the attendance sheet by signing it. I declare that the meeting is regularly constituted and that it can validly deliver it. Here are the main topics on the agenda of this meeting: approval of financial statements, setting the dividend, approval of the information relating to the corporate officers' compensation paid or granted for the fiscal year ending December -- 31st of December 2020, approval of the compensation policy of the Chairman and Chief Executive Officer and the members of the Board of Directors, renewal of the term of office of Jean-Pascal Tricoire, appointment of Anna Ohlsson-Leijon as a director, appointment of the director representing the employee shareholders, and finally renewal of financial authorization. I lay-up on the table the documents and reports submitted to the General Meeting. The provisions of section R 225-812, R.225-83 and R.225-88 of the code of commerce relating to shareholder information were observed and the documents covered by sections R.225-89 and R.225-90 of the same code were made available for shareholders on time. Since all shareholders had the opportunity to review the Board of Directors' report prior to the shareholders' meeting, it will not be read. The legal formalities having been completed, we can proceed with the meeting itself. The main elements of our strategy as well as the reports on the accounts will be presented by Jean-Pascal Tricoire, then Hilary Maxson. Fred Kindle will then present the corporate governance report and the resolutions submitted to your vote. I will now hand over to Jean-Pascal Tricoire.

Jean-Pascal Tricoire

executive
#2

[Interpreted] Thank you, Cecile. Hello. Thank you for attending our Annual General Meeting today. This is our second virtual Annual General Meeting, which makes it possible for many more shareholders to be present. I hope that you're all fine. Today, we'll be talking you through 2020, an exceptional year, during which we faced adversity due to the pandemic. But at the same time, 2020 was a reference year, if you will, a signature or hallmark in terms of the performance of Schneider Electric. I'll be talking about 4 points: the transformation we've rolled out; the acceleration of our commitment in sustainability; the role of our people; and finally, the outstanding performance delivered in 2020 despite difficult operational conditions. To begin with, let's start with Schneider Electric's rationale. Well, our mission is very clear. It aims at developing the technologies, which will enable each and every one of us to make the most of our energy and resources. So that thanks to technology, again, we can reconcile progress, access to power for all and sustainable development, irrespective of where people are on earth. Our mission is to be the digital partner in sustainability and efficiency for our clients. Two businesses -- 2 business activities, the management of energy, which leads to energy efficiency for our clients and industrial automation, which enable a more efficient management of our industrial processes and a better use of resources. Two elements: combining low carbon electrification technologies and digitalization to develop a smarter and greener future. A single technological platform, an EcoStruxure, which our clients will use to integrate their applications in a nimble way on digital platforms. Two main markets: a market which I would describe as being commercial and which covers buildings in IT and which represents more than 50% of our revenues; then 50% of our market is based on infrastructure and industry, which are more mission-critical and more difficult. And a single operating model, which is integrated and open, which is also fully centered on sustainability and the service of sustainable development applications for our clients. And of course, 2020 was the year of COVID-19, due to which we had to deploy unprecedented actions, which we'd never thought of before. And I'd like to start this session today with a video on Schneider's reaction to COVID-19. [Presentation]

Jean-Pascal Tricoire

executive
#3

[Interpreted] Well, I hope that this video shed light on how Schneider's had to transform its business to respond to COVID-19. Now in the video, 2 things were confirmed during the crisis. First, when we say that our mission is to make sure that life is on, well, we realized that, in 90 countries, governments considered that what Schneider was doing was critical to the continuity of essential services in the countries, be it in hospitals, data centers and IT, critical utilities, the power grid and water networks, houses where people have to stay during lockdowns, cooling networks for food and medicines. The government asked us to continue operating our factories and our maintenance and service teams to continue to intervene for our cities to continue to function. The second confirmation is that digital was absolutely essential to manage this major crisis. The fact that we can remotely manage facilities for enhanced resilience, the fact that we used digital as the main catalyst for sustainability and efficiency, well, this showed that there was a massive gap between companies, those that were digitized and those that weren't, which means that COVID-19 was an impressive accelerator of Schneider's mission since we use digital technologies in all of our systems. Now when we look at the highlights of the year, my first comment is that 2020 was bolstered by COVID-19 and became a major year for transformation. Faced with the digital demand on our client side, we accelerated the development of the value of Schneider's portfolio and our integration in 4 areas: energy and automation, total and transparent connection of connected devices on the cloud, so that management and operatives can have an overview of their facilities, digital twin; integration in a unique software suite of our customers' digital twins and facilities from design to manufacturing, operations and maintenance; and the ability to manage their firms in a modern way, that is in an integrated way rather than on a side-by-side approach, which is the traditional way of functioning. Think about the size of this transformation for Schneider Electric. About 15 years ago, our business was almost inexistent in these business activities, whereas today, we've delivered almost EUR 12 billion of revenue with these services and digital activities, which allow us to cover the whole life cycle of our client facilities and to better understand their needs and to be on their side at any moment. At the same time, we also digitized the relations that we have with Schneider's ecosystem. That is our clients who operate their facilities and who can use our marketplace, our digital marketplace, to meet integrators and service providers as well as electricity boards, which will provide their services. We've seen the number of people who use the marketplace, which has skyrocketed during the crisis. Two business activities that have grown fast or at least that have shown strong resilience in this group: software and services. And I'm just talking about organic growth that is setting aside acquisitions, which, in 2020, already accounted for 17% of our revenue, with a 1% annual growth. That is almost 5% or rather 6% better than the rest of the group, with a strong growth as early as Q4, posting a 6% organic growth. These activities have many advantages. They are more resilient. They pave the way to recurring revenue streams. They enjoy better margins and make it possible for more devices to be connected, which means a strong increase in the number of connected devices, even in 2020, which was a year of economic crisis and the recent acquisitions that we'll be talking about in a minute, which were some of the highlights of fiscal 2020. These will further increase the share of software and services in Schneider's total revenue. Since I've mentioned M&A, 2020 was an exceptionally buoyant year for Schneider, with a major acquisition in India, Larsen & Toubro. As you know, it's an acquisition we've had on our radars for almost 20 years and which will very much strengthen our position. We'll come back to that in a minute. And the other acquisitions, in the field of automation and software, ProLeiT, a German company, specialized in the food industry. RIB, the benchmark platform in the digitization of construction projects. OSISoft, an acquisition made by AVEVA, our company specialized in software, which is going to strengthen considerably. A strategic partnership with Planon, a company, which has a digital platform to automate the management of buildings. And then another project, which is still under development, which still has to be approved, which is the acquisition of ETAP, a Californian company, the world leaders in digital design for printed circuit boards. So despite the crisis, Schneider has accelerated its repositioning and strategic transformation. We've also strengthened our positions in India and in digital and more particularly in software. Well, if you look at these acquisitions that we've made and at our overall positioning, you'll see that our intention is to cover the full digitization cycle, thanks to which our clients will be able to develop their own digital twins in their facilities, in buildings, infrastructure, in industry or in IT, which enables them to manage and develop their facilities at all stages, from installation to construction, operations and finally, maintenance. Now the second important event in 2020 was our acceleration in the field of sustainable development. This commitment, this acceleration has had impact on 4 areas: first, the evolution of our business -- of our business activities for our clients; the acceleration of our transformation, Schneider's transformation and that of our ecosystem; and finally, the considerable strengthening of our governance. In order to share this with you, I suggest we watch a video together. [Presentation]

Jean-Pascal Tricoire

executive
#4

[Interpreted] I hope that after watching the video, you have a better understanding of Schneider's total commitment in sustainability. Our first commitment is for our clients to be their digital partner in sustainability and efficiency programs. On the other half, we manage more than 4 million systems, which are connected to our own systems, improvement processes and supervision systems. We buy EUR 30 billion of power for them, we -- which we make more efficient, greener and less expensive. We also help our clients save more than 100 million tons annually. We help our clients calculate their carbon footprint. Then, thanks to our consulting services as well as our technological skills, we help them define a strategy for improvements and to develop and set up their sustainability strategy regardless of where they are in the world. Here are some examples in different sectors, in buildings, in IT, in smart cities, where we partnered with the first smart cities of India. We also developed business activities for the food industry and retail, which is a sector which is very much engaged in a more sustainable development. And also another example that I'd like to mention, which is Walmart, one of the biggest retail corporations in the world. They've asked us to work with their suppliers to help them save 1 gigatons of carbon in years to come. From a practical point of view, how do we help our clients? Well, in industry, we delivered comprehensive systems to manage power, for industrial companies to reduce their carbon footprint and use microgrids for their supplies of energy, which use renewables that are carbon-free. We also deliver systems to manage their processes to use fewer resources to be more efficient and more circular. We also provide systems for sustainability management, which are fully digital, which help our clients understand their carbon footprint and identify the progress they can make. And finally, as we said before, the full software suite to produce a digital twin for their factories, to better manage efficiencies from design phase to operations phase. In the building industry, the same principle applies. Management of power, management of processes to make a better use of the floor area, to organize social distancing and take all health measures necessary in buildings, and many more features about well-being and ease of use of buildings, thanks to enabling digital technologies. Thus, clients have access to all the data that they need about their buildings on their smartphones or tablets. And finally, a fast-developing market, which is home automation, for more well-being and more ecology. This market is developing swiftly. And due to COVID-19, many people have spent more time at home. And many of us have decided to refurbish their houses. As you can see here in Europe, these are all the functions that are available for our clients. Everything can be connected in our houses for a more efficient and more ecological management of power, thus, of our emissions and of our electricity consumption. Our second commitment at Schneider is to follow the most demanding rules and objectives to reach carbon neutrality. We intend to be carbon neutral in our own operations in Schneider by 2025, to be carbon neutral in the integration of the so-called Scope 3, that is the whole Schneider ecosystem, our suppliers and clients. And finally, we've set objectives in the field of biodiversity. Our goal is to have operations, which will lead to 0 loss in biodiversity by 2030. All of this is based on very practical steps, for example, the decrease of power consumption every 3 years. Our electric supply uses renewable resources of energy to the tune of 80% today and would increase to 100% in the near future. We want all of our industrial sites to be clean. We're working on industrial excellence. Please don't forget that Schneider is one of the biggest industrial companies in the world. Last year, we were rated by Gartner #4 globally across all industries for our performance. These progress plans in the field of sustainability applied to Schneider are plans that date back to 15 years ago. And every 3 years, we launch a new plan. Today, this is our fifth improvement plan. For each new plan, we broaden the scope of our objectives in the field of sustainability and governance. And we increase the targets given to all the employees in the company. These are factored in incentive schemes. All of the people who work for Schneider are incentivized to improve not only our industrial and financial performance, but also sustainability performance. At the beginning of 2021, we launched a new cycle, a new plan based on 6 commitments: climate, of course; the conservation of resources; the principles of trust in safety and quality; in cybersecurity; in ethics; equal opportunities. We want a company which follows the principle of meritocracy, more connectedness between generations, better management of our people's development and careers regardless of their age or where they are in their career development. And we want to work closely with the local communities in all of our operations in the world. And thirdly, we are working on our ecosystem. Since 90% of Schneider's carbon footprint comes from our suppliers and our clients. Thus, we are working with them on a daily basis to help them improve because our carbon footprint very much relies on the progress they make in this area. You see this is a lesson for all of our societies. The reduction of the carbon footprint, the fight against climate change as well as the fight against pandemics is not something that you can do on your own. We need to work as a team. We will improve only if our ecosystem and our partners improve together with us. This commitment that I've just described, the commitment of Schneider's for all its components towards sustainability is supported and organized around a very rigorous type of governance. First of all, your Board of Directors takes it into account with the HR and CSR Committee. The Executive Committee is representing all our development for sustainability. And this is done through the strategic officer at Schneider. At Schneider, we don't have a strategy and a commitment for sustainability. Both are interconnected. The implementation right now of a Stakeholders Committee checking that Schneider is really answering and leading and going to its purpose and helping Schneider think about new developments is made up of people, experts representing stakeholders who are different from shareholders for Schneider. Since all our performance for sustainability is being audited as is the case for our financial performance and the fact that we are permanently benchmarking our performance through outside firm and that the rating coming from these agencies is determining the value that we can perceive in terms of the progress we're doing for sustainability. So this is a very well-structured approach, a measured approach, so that we can continue developing in that sector with a lot of rigor. To conclude, I would say that sustainability for Schneider is at the core of our strategy. It has become the core of our purpose for our clients. But we are also knowing that we should be the example of what is to be done in the industry and for our ecosystem. So it is a factor of improvement and innovation for our priorities at Schneider and on the way we carry out the operations of our company. Third element for 2020 that I would like to insist on is the role played by our employees. First of all, we think at Schneider that people working for us are the real source for making a difference, the real source of wealth for our company. At Schneider, we have people who are motivated by unique elements from our DNA. They want to serve a purpose that is really of importance. We want to help the world drawing the best of its resources and energy. We want to work in a working environment that is the most inclusive in the world with a lot of diversities in terms of nationalities, gender. And with this diversity, we can nurture creativity. We can nurture more new ideas. And finally, this working environment that I will review now is based on a multi-local model. It enables each people working for Schneider to really have a local impact to make decisions and to carry out the actions connected to all these decisions. In 2020, we set up a new local center, including marketing, R&D, sales, manufacturing. And also it has its own full network of suppliers. It is in India, thanks to the acquisition of Larsen & Toubro. In a world that is still global, but as we can see today, it is becoming more local according to big geographical area. The Schneider structuring, you know well, and that is what is making our difference, is organized around big global sectors in Europe, in the U.S., in China and now in India. All this, and for the local teams, it means that we can be much more reactive. We can develop offers that are more adaptive to the realities of our geographies. Because locally, we have the whole value chain from R&D to manufacturing to selling. And this enables us to be most local companies of all those operating in the world. Larsen & Toubro enabled us to really strengthen our presence in India. Thanks to this acquisition, India is becoming our third global market and our fourth hub -- our fourth international center. Thanks to the increase in the partner network, we can cover the whole country, and we can really cover the rural part of India, which is key, really. Our industrial footprint is growing in terms of number of factories and distributions. We can thus better cover this huge country. And India is becoming another important center for R&D, with more than 2,000 engineers covering the national needs, but also the needs of emerging countries that may have similar needs as those in the Indian market. And Larsen & Toubro is also having a very well adapted range of products, products adapted to the characteristics of emerging countries. And is that was the case for each and every one of us. We had to learn how to work differently, fewer travels, more home working for most of our employees. So even if we are key to the operations of countries we are in, our factories continued working, our service people continued working in the field. But what we saw was that our employees learned to work in a very different way. They learned to work remotely, even to continue managing operations at a distance, thanks to our automation systems and industrial management software. We can use operation control center that are unified. And remotely, we can help operators in the field by sending them digital images and digital instructions, thanks to the Internet of Things. But we can really continue helping operators in the field, thanks to augmented reality, or we can even train our employees, thanks to virtual reality. We can also continue working all together on projects, thanks to the collaboration digital platforms that are part of Schneider's life now to manage the construction of our heavy software, the ones that are used to manage the electrical digitization of ISO. And finally, the AVEVA 3D platform to create 3D plants or 3D infrastructures. And finally, we really saw that our clients developed much more rapidly than in the past in the sector of e-commerce. And we saw much more improvement in the adoption of e-commerce, the use of the Internet to buy our products in 2020 than what we over the past 5 years. So a massive acceleration of home working. Finally, 2020 and despite adverse conditions, the incredible difficulties in operating under such unheard of conditions led a very high-performance for Schneider. Think about that. In a year where most of the world was no longer allowed to trouble, was blocked in their operations, Schneider's revenues throughout 2020 decreased only by 4.7%. Our 2 main activities, Energy Management and Industrial Automation, still have a high level margin, and all the group's margin, the sum of these 2 activities, is improving compared to 2020 by 20 basis points. And what is most striking in this 2020 performance is the generation of cash flow, EUR 3.7 billion. Once again another record. It shows the improvement in our business quality at Schneider. And if we now focus more on to the second half year, we realize and it proves the dynamism and the resilience of our business. Right from the second half year, Schneider is back to growth. We have canceled the crisis of the second quarter, where most of the world was in lockdown. Third and fourth quarter, we're back to growth, plus 1 point. We improved the margin through our activity portfolios of 140 basis points plus 1.4% of operational results, which is really a performance in such a difficult environment. All our geographies are taking part in this performance. And as I can -- you can see that it is important for Schneider to be one of the most global companies in France all throughout the world. Because it is the balance of geography that enables us to withstand the complex conditions, the economic conditions of 2020. All our strategic pillars are working fully to ensure this resilience for 2020. Our products decreasing only by 4%, so very good results for this activity. Our activities at 17% of our revenues for software and services, increasing by 1% and systems that are decreasing minus 9%, but the profitability of these is very solid. It clearly shows a continuous development over the past 10 years of the way we control the system activity. Based on this strong generation of cash and of this strong performance, we are proposing the payment during this Annual General Meeting of a dividend amounting to EUR 2.60 per share, an increase by 2%. And for more than 10 years of progressive dividend because we want to reward our shareholders for their commitment with Schneider, for their support to our development, whether it is organically or through acquisitions. This strong performance is based on the systematic deployment of our strategy. We are leaders in product throughout the world. We're still resilient in this sector. Development of software and services, plus 17% of our activity, plus 1% growth, as I said already, and our systems activities, which over the past 10 years experienced a permanent increase in its performance and its reliability in terms of what we do in that sector. This allows us -- and based on this generation of cash, it is very much solid and which is the basis of the 2020 performance, we can propose to the Annual General Meeting the payment of a EUR 2.60 dividend per share, increasing by 2%, representing, as I already said, an increase over the past 5 years of plus 27%. Let us never forget that the core of Schneider's performance, we consider the creation of value of the shareholders as a priority. And if we look 1 year ahead or 3 years ahead of us, we are still #1 in terms of total return for shareholders for these 2 periods of time. Now if we look at what is our commitment for our shareholders over the past 11 years, we paid a progressive dividend whatever the crisis during these past 11 years. And I want to thank you, our shareholders, for having supported us at each stage of our development, whatever the state of the economy is, each stage of our organic or nonorganic development by supporting our acquisitions. Finally, 2020 enabled us to keep a strong relationship with our clients. We signed contracts with -- which I consider as being flagship contracts and very promising contract. We acquired the largest smart grid in Egypt to supply electricity to 20 million inhabitants. We'll be using the most innovative technologies in the world coming from Schneider. We signed a contract with Faurecia. It is a partnership here in which we are becoming Faurecia's partner for sustainability and sustainable development. And finally, a lot of contracts, such as the one mentioned here on screen, in education to help universities better manage their energy, their resources and reduce their carbon emissions. 2020, even by doing things in a very much different way, was a year during which we transformed ourselves. We increased our commitment into sustainability. We learned how to work together. And for that, we benefited from the strength of our multi-local model. And we delivered a performance that I think will remain referenced for the years to come. But to go into more details in this sector of performance, I'll ask Hilary Maxson to go into the details of what happened in 2020. [Presentation]

Hilary Maxson

executive
#5

[Interpreted] Thanks, Jean-Pascal. We hope you enjoyed seeing some examples of clients who are using our solutions to meet their own sustainability and efficiency goals. Good afternoon, everyone. Great to be here with you today to go deeper on our full year 2020 numbers and to give some elements on the performance of our first quarter 2021. As mentioned by Jean-Pascal, 2020 was a strong and defining year financially demonstrating our agility and resilience. We finished the year with solid revenues of EUR 25 billion, down only minus 4.7% organic. Marked by a strong rebound in the second half of the year with revenues of plus 1% organic after a first half at minus 10%, both of our businesses delivered a very solid profitability. And I will speak in more details on our profitability drivers throughout this presentation. A key highlight for us for 2020 was our gross margin performance, where we offset some of our negative year-on-year revenue performance on both an organic and inorganic basis. And we reacted swiftly on costs, both tactical and structural, to finish the year at plus 20 basis points organic, in our adjusted EBITA margin, obviously. Cash was also a highlight, where we hit record free cash flow of EUR 3.7 billion. ROCE is a key metric for us, particularly on our core business. Here, we have shown a ROCE metric for 2020 adjusted for our recent significant acquisitions, so excluding L&T and RIB. I think it's a good representation of our underlying business. And you will see that, even in a year like 2020, we have a strong resilience in ROCE with only 10 basis point dilution to 12% based on our strong free cash flow generation and expansion in profitability. I view our performance on profitability, cash flows and ROCE as signatures of the resiliency of our strategic choices and the quality of our execution in 2020. Another signature of this quality demonstrated in our Sustainability Impact index, where we closed the 2018-2020 program at 9.32 out of 10, surpassing our target. Turning now to the second half specifically and by business. Energy Management had a strong turnaround in H2, finishing with plus 1.8% organic sales and plus 120 basis points organic on adjusted EBITA margin. The performance was broad-based with most geographies contributing. Strong positive price actions impacted both sales and adjusted EBITA positively. In addition to price, revenues were boosted by continued positive trends in residential construction and renovation, and the DIY channel is particularly strong. We also saw strength in pockets of nonresidential building, particularly in health care, life science and logistics, where we've been focusing efforts. The data center end market remains burned with sales to data center increasing in H2, including to Edge customers. Smart grid also continues to be a point of key strength. Oil and gas and mining continued to be impacted by lower oil price and delayed CapEx. We do see turnaround in demand trends in mining, though not yet impacting sales. I'd also add, in contrast to Q3, we estimate we finished the year with around normal levels of inventory at distributors worldwide. Industrial Automation also showed positive momentum in the second half, finishing with minus 1.6% organic sales and plus 120 basis points adjusted EBITA margin. The discrete end markets remained resilient, including strong growth in China due to OEM demand. Process automation remains challenged, impacted by oil price and delayed CapEx. However, various segments remain strong, with good demand in consumer packaged goods, wastewater and a pickup in demand from mining. AVEVA finished the year strongly, including the booking of several scheduled subscription renewals. And services were also strong, finishing at mid-single-digit growth. Turning now to our gross margin performance over the past years. We finished 2020 with a gross margin at 40.4%, a 12-year high. The 60 basis point organic move we saw in 2020 was in part due to mix, which we would expect to normalize in 2021. However, the underlying trend, an increase of 250 basis points and track record of continuous improvement over the past 5 years, is driven by key drivers reflecting the quality of our business. First, we have consistently driven strong industrial productivity. And we set an ambitious target of about EUR 1 billion additional productivity as part of our margin progression plan between 2020 and 2022. We also have a track record of net positive pricing over the cycle, a mix of tactical cost neutralization actions. And we successfully finalized our selectivity program in our systems business, having improved gross margin by 150 basis points. Our gross margin performance has contributed to our strong adjusted EBITA expansion over the past 5 years, with an impressive increase of 300 basis points and driving 6% compounded annual growth rate of our adjusted EBITA over the past 5 years. I mentioned that this consistent margin expansion has been demonstrated in both low and high-growth years. And 2020 is a good example, plus 20 basis points expansion despite a lower organic sales growth by minus 4.7%. So we continue to be confident in our trajectory to a 17% adjusted EBITA margin by 2022. Turning now to the net income. Including scope and exchange rates, our adjusted EBITDA is down 7% -- EBITA. Below the line, the lower impact from loss on sales in 2019 were offset by higher M&A integration costs and higher restructuring, in line with our expectations. Our amortization of purchase price, accounting intangibles increased due to L&T and RIB. And we would expect this to increase further in 2021 with the full year impact from acquiring those businesses. In financial costs, our cost of net debt decreased, offset by a write-off of a subsidiary loan and lower dividends from equity investments. Our effective tax rate increased slightly to 22.7% compared to last year's 22%. This all translates into a net income of EUR 2.1 billion and adjusted net income of EUR 2.6 billion, down 12% and 11%, respectively, and to adjusted EPS on EUR 4.72 at the end of 2020. 2020 has clearly been a year during which we surpassed our internal ambitions and the external guidance in adjusted EBITA, revenues and our results in sustainability. Free cash flow was a big focus for us throughout 2020 and a big highlight for the year. We finished 2020 with record free cash flow of EUR 3.7 billion and a cash conversion ratio of 159%. Cash from operations net of CapEx was down EUR 317 million or 10% due to lower results. This was more than offset by EUR 500 million in trade working capital, partly driven by evolution in receivables and payables as would be expected with lower sales. However, we also improved days sales outstanding and days payable due to the initiatives started in 2019. Inventory increased by EUR 153 million year-over-year, as we continued to prepare for a demand uptick in 2021. Inventory days outstanding remains at average levels. Although we would expect some natural reversal of working capital in 2021, we expect to continue with a healthy cash conversion ratio. And we are confident in achieving our EUR 3 billion annual free cash flow across the cycle. A quick note on our balance sheet. Net debt-to-adjusted EBITDA remains at a healthy 1 at end of 2020, even adjusting for the third-party funds on our balance sheet for the minority portion of rights insurance performed by AVEVA in November 2020 to support the OSI transaction. If you assume the OSISoft transaction occurred at the end of 2020, so no contribution from OSI to adjusted EBITDA -- EBITA. This ratio would be at 1.5. This is historically on the high side for Schneider. However, based on our strong free cash flow generation and our disciplined capital allocation strategy, both rating agencies reiterated our A3 credit rating. As part of our financing strategy, I'd like to mention an innovative sustainability-linked financing that we issued in November 2020. We launched our first issuing of convertible bond for a nominal amount of EUR 650 million. It's the first time we do this. This will be reiterated to the -- in the strategy of Schneider. You would recall that we have launched our new SSI program in November at our ESG Investor Day. We have raised the bar on our ambitions through this program, and the convertible bond is linked to these ambitious targets. The earmarks of quality we have reflected throughout the presentation have translated into a long-term profitable investment for our shareholders. This graph shows the return on investment for Schneider shareholders versus the CAC 40 over the past 5 years. Imagine you invested EUR 100 in 2016. Well, if you invested in Schneider Electric in 2016, you would now have EUR 300. Whereas the same investment in the CAC 40 would be worth EUR 156. This means that an investment in Schneider has returned 2x more as an investment in the CAC 40. Now the Q1 2021. We communicated those numbers yesterday. We finished the quarter at EUR 6.5 billion in sales and organic growth of 13.5%. Part of this growth, we should estimate, 3, 4 points, was driven by a combination of pricing and stocking. But what's clear is that we see good demand dynamics across all of our end markets and most of our segments. Both businesses contributed to this strong growth with a bit of divergence across geographies. This is the third consecutive quarter of year-over-year growth for Energy Management and for the group overall. Industrial Automation is now shifting from close to flat in the Q4 to strong growth in Q1. I will finish with our 2021 targets. Since we last spoke in February, we now see the following. First and foremost, a further acceleration in demand trends across our end markets and most geographies supported by economic recovery worldwide. We've also seen an acceleration in raw materials and other input costs and continue our tactical pricing actions. Third, due to the accelerating demand as well as some temporal events like weather in the U.S., we see some sourcing tensions on some components in our supply chain. We're leveraging our strong global supply chain, which is regionally administered, partnered with our multi-hub organization to stay close to our suppliers, distributors and customers. Factoring all of this as well as what we know today about remaining key uncertainties, particularly the acceleration of COVID-19 in a few places, we are upgrading our full year's target. Adjusted EBITA growth of between 14% and 20% organic. I will finish my presentation with an update on our capital allocation priorities. As mentioned by Jean-Pascal, we remained very focused on return to shareholders. We are proposing a progressive dividend by EUR 2.6 per share. It's been progressing for 11 years now. We also remain focused on our strong investment-grade credit rating. In terms of portfolio, we had a busy year for acquisitions in -- with a number of key transactions that prepare our company for the future. We'll be focused on successfully integrating those acquisitions to realize the benefits for our customers and investors. In the near term, therefore, we expect only a few potential smaller strategic bolt-ons or partnerships tied to our longer-term strategy. Disposals remain an important component for our strategy. And we are still working on our previously announced EUR 1.52 billion. With possible progress to share in H1 of this year in regards to share buyback, we do expect a working capital ramp up to impact our H1 cash flows due -- so we'll keep the share buyback program on hold in the near term. We expect to give an update on the timing of our share buyback program as well as potential deployment of disposal proceeds in the coming quarters. With that, I will thank you, and I would like to say again how much the Schneider Electric teams are up to the various challenges of the future. Cecile, you have the floor.

Cecile Cabanis

executive
#6

[Interpreted] Thank you. Thank you, Hilary. Congratulations for your beautiful French. It was probably a bit more difficult for you, but thanks a lot. I will now give the floor to Fred Kindle. He will tell us more about the governance part.

Manfred Kindle

executive
#7

Thank you, Cecile. Gentlemen, madam and Messrs, I've been Vice Chairman, Lead Independent Director for the company since the last AGM, and it's my pleasure to lead you through the governance section of today's presentation. Now unfortunately, as you realize, I cannot do this in French. I have to do it in English. [Interpreted] Dear shareholders, unfortunately, I can't speak French. So let me just talk with you on a few select topics when it comes to governance. The first chart deals with resolution #3. It's about the dividend. I think I can make this fairly short because both Jean-Pascal and Hilary have been talking about this. I think what is left for me to say is that this dividend increase is not only formidable, if you look at debt, net income and cash flow, but it's also justified. Justified, you could say, even in a moral sense, talk about governance and the society at large. Morally justified because the year has been a good year for the company, but also for the people who work for the company, for the tax authorities who get their due -- the fair dues. And there's no subsidy spec government financing schemes that have been paid to the company that now be transferred to the shareholders. That's not the case. I think this is an important statement in view of the fact that the last year was a very, very special year governed by the very threats. So both affordable and justified. With that, I would like to move on and talk a little bit about the Board. The first chart, the very colorful chart, shows you all 15 Board members as they represent themselves after today's AGM, assuming they're all elected or the terms are renewed. I'm not going to discuss all 15 faces. That will be going much too far. I think it's fair to say that this is a very qualified Board with a lot of competent Board members. You can see in the title line, 42% are female, 75% are independent from the company. So they have the capacity to form their independent opinions, and it also includes 9 different nationalities. And this is important. It's not just, as we call it, the sitting Board. It's actually a working Board. And you see those colorful dots next to each picture with the people, and it does indicate in which committees all the Board members are active in. And you see every Board member is active, at least, in 1 committee, if not 2 or even 15. With that, the slogan of not just a siting Board, but a working Board, let me just quickly look back into 2020, which was a very special year, as we all know, because of COVID-19. And COVID-19 has had its consequences on every aspect of the company, also on the aspect of how we worked in the Board. And what you see on this chart is on the very left-hand side the actual number of meetings increased substantially. Whereas in the previous year we had 7 meetings, in 2020 this number of meetings went up to 12. Despite of that, so higher demands on the Board members, the actual attendance rate -- and this is in the next column bar chart at the bottom, the actual attendance rate went from 93% to 97%. So an almost perfect attendance rate of the Board of Directors, showing that, in this special situation, loyalty, solidarity, commitment and passion are really mandatory on every level, not just on the employee level, but also at the Board level. And of course, we've had -- this is the third circle there to the right. We've had a lot of continuous information exchange between the Chairman and myself, between the Chairman and the Board, between Executive Committee and the Board in a structured way, in Board meetings, but also in unstructured way with e-mails, with telephone calls. It's fair to say that the last year was, in many respects, much more intensive year than in the year before, understandably so. And in the last circle, maybe noteworthy is also the fact that, whereas historically, we've had a 3-day strategy session, somewhere on a location with our local management, including also a customer integration part, in 2020, that was not possible because of the travel restrictions and COVID-19 implications. Instead of that, we actually had a virtual strategy session, 4 times half a day, and this was very productive, including the Executive Committee as well with a lot of presentations and dialogue taking place. And if you look at it 100% attendance rate, that's something which can make us feel a little proud about that. So much about the working modes of the Board in 2020. If we look at it in a more general way, the next chart is showing what the Board, different functions in the Board and the committees are all about. These are well-known facts and aspects of common Board work. So I don't think I need to repeat all of that. It's clear that if you look at the center that the Board of Directors is -- its main task is to actually look at all things that are of utmost importance for the company. That means strategy, operations, people leadership, compensation issues, anything that is really truly important and of long-term interest. And in the Board, obviously, we have Board of Directors, we have our Chairman, who also happens to be CEO. As a consequence of this combined mandate, there's a special significance to the role of the Vice Chairman, Lead Independent Director, is maybe noteworthy. So we do have executive sessions in the Board, where the Chairman is not participating, but all the Board members can discuss important, delicate items without him being present. Board Directors, as I mentioned before, are largely independent. We have our own Board assessment done each year and every third year. We do it with the help of an external consultant where we really get unfiltered, unbiased opinions, which is important as well. And we do meet with shareholders independently of executive management. So just 2 weeks ago, I actually had -- with few colleagues of mine, I had engagement with close to 20 the largest shareholders, you could say, of the company, presenting ourselves but also discussing questions and issues they had on the mind. Leaving the Board around the box in the center, you see 5 committees. It's fair to say that 3 of the 5 are fairly standard committees. This is the Audit & Risks Committee, which deals with our financial matters and risk management. We have the HR & CSR Committee, which deals with HR policies, corporate social responsibility. On the top right-hand side, we have the Governance and Remunerations Committee, which deals with the question of how do we run the Board, the top level organization and how do we incentivize and compensate top level leadership. And then I would say we have 2 additional committees that make a lot of sense. The bottom right-hand side, you see the Investment Committee. It is basically about where do we spend the big amounts of money. That means, obviously, acquisitions or very large capital expenditures. And the opposite as well, if you come to the divestitures. It's also a matter of Investment Committee. So very large. It could say, you all take its decisions usually with an Investment Committee before they go to the Board. And then we have the Digital Committee. You heard from Jean-Pascal presentation how important the digital transformation is to the entire world as well as the last, the Schneider Electric. And this needs to be reflected on Board level as well. That's the reason why a few years ago, we installed this new Digital Committee, which deals with the -- all the questions and issues coming up with digitalization, how it affects our business, how we conduct our business, how it affects our suppliers, our customers and so forth. To sum it up, the committees is really where a lot of the work happens. The committees shape opinions. They form proposals. And these proposals are brought forward into the Board. Decisions ultimately are taken by the Board of Directors, not by the committees. So much about the Board work in general. Let me become a bit more specific about individual Board members. In the next chart, you see 2 faces depicted on the left and the right. Let me first focus on the left-hand side. Obviously, very well-known to you, Jean-Pascal Tricoire, our Chairman and CEO. His term is coming to an end at this AGM, and the Board proposes to in resolution #9 to renew his mandate as Board Director for another 4 years. With that comes then the Board's decision to actually hand him the Chairmanship and the CEO task as well. So we will continue in the beginning of this new tenure with a so-called combined mandate of the Chairman and the CEO being combined in the same version. This can be discussed as questions on pluses or minus, but let's face it. If you look back on the development of your company in the last years, actually, I think if Jean-Pascal took over this combined bandwidth in 2013, it's fair to say that your company has been developed in an excellent way. Excellent way, not only financially, if we look at the share price, the operating performance, the balance sheet, but also excellent when you look at ESG metrics, environment, society and governance. This model has served us well. And at this moment, we don't feel that there's a need to change, particularly also in view of the COVID-19 situation. There's a lot of external uncertainty still impacting us. Nobody exactly knows when the situation will normalize. We would like to continue in same model as we have done before because it's -- for us, it's the safest bet to make sure that we continue in a successful way. So that's the content of resolution #9. Let me move on to resolution #10. There you see the picture of a nice lady, Anna Ohlsson-Leijon. Anna is a very experienced, high-caliber businesswomen coming from Sweden. She -- early in her career, she worked for PricewaterhouseCoopers in a financial fashion and then she joined Electrolux, had a tremendous career with Electrolux, reaching the highest levels at some point becoming CFO, and most recently, being the CEO of the Europe and Middle East region. So this is 1 of the top 3 roles in that company. And in our continuous search for new candidates for the Board, we came across, Anna. She stood out. We are very happy that she found interest in joining our Board. And assuming that you are saying yes for this role -- for this resolution, she will be joining the Board as an official Board Director after the AGM. She has been sitting in the Board already as a [Foreign Language], as a supervisor. So much to resolution #10. The next slide covers actually 4 resolutions, resolutions 11, 12, 13 and 14. The background of that is that the employee shareholders have a right to have 1 board member. And because there's different shareholder funds, there's kind of a competition going on between different candidates sponsored by different funds. And you see on the left-hand side, the 4 candidates that are actually competing for the same 1 slot in the Board of Directors. They are the Thierry Jacquet of France; Zennia Csikos from Australia; Xiaoyun Ma from China; Malene Kvist Kristensen, originally Danish, but now living and working in Boston. Let me just say, this -- all these 4 candidates are highly qualified people that we would welcome at any time in our Board. Reflecting on our current situation and knowing that Madam Xiaoyun Ma has already been on the Board in this function for the last 4 years, we know her very well. We appreciate her thoughts, her comments, her questions. We think that we might go and continue in the same fashion. Xiaoyun Ma is currently the CFO of the China operations of Schneider. So she's very experienced, high level. She is very sharp, very committed. If she was replaced with somebody else, we would have to find another way to represent East Asia, particularly China, in our Board. That's the reason why clearly the Board favors another term for Xiaoyun Ma as the representative of the employee shareholders in our Board. And that means that we vote for resolution #10. That's our proposal and against -- unfortunately, against resolutions number 11, 12 and 14. Let me change gear here and talk about something, which is always intensely debated topic. It's about compensation of the top level leadership in the company. The first chart is basically about the compensation paid or awarded to Jean-Pascal Tricoire in his function as Chairman and CEO in 2020. It's a so-called ex-post resolution #6. You see on this chart a lot of data points. Let me first focus on the top left-hand side, which is the 2020 fixed compensation. What you see there is that the fixed compensation for Jean-Pascal Tricoire was lower than the year before. It's actually EUR 875,000 as opposed to EUR 1 million. The background of this is that Jean-Pascal decided, by his own, in a voluntary way, to hand over 25% of his fixed compensation for the first 6 months and actually have the company paid into the Tomorrow Rising Fund, which is a social purpose fund that, of course, in the last year has focused in on helping people that have been affected by COVID-19. So this was a very, very positive decision by him at his own cost, and that's the reason why his fixed compensation in 2020 is actually lower than in the previous year. Right next to that, on the right-hand side, you see the 2020 annual variable compensation. Without trying to view, I think most important is to mention that the so-called achievement rating, which drives the total amount to be paid to Jean-Pascal Tricoire, for 2020 ended up at 92.2%. You can compare this with the previous year's achievement rate of 132%. So the Board decided to actually hand out a lower achievement rate. This is predominantly driven by hard facts, by formula, but there's also discretionary element. And to be honest with you, we had discussed with shareholders who said, look, I mean, the company performed actually in an excellent way in 2020. The shareholders themselves looking at the share price and the dividend did exceptionally well. Why not going above 100%? We feel that it will be sending the wrong signal. Despite all the success, 2020 was indeed the year of suffering. We all know that. We still feel it with COVID-19 being around. We want to portray a culture that includes modestly and restraint. And hence, we kept it below 100%. The consequence of that is that the annual variable compensation is not roughly EUR 1.7 million as in the year before, but it ends up being EUR 1,048,000, which is considerably lower than in the previous year. This also includes the effect of his lower base salary, which has a direct impact on the annual variable compensation. So in total, if you can combine both the fixed compensation for 2020 and the annual variable compensation, both together are, you could say, the cash compensation. That is order of magnitude 30% lower than in the previous year. I think that's the most important message. On the rest of the chart on the bottom right-hand side, you see some remarks on the long-term incentive plan. No change there. The Board decided to hand out 60,000 performance shares. Please keep in mind, performance shares means the 60,000 are actually the top number that can be achieved, only if all performance criteria are to be met. If they're not met, then this number will decrease and the actual shares will be lower. So this is the maximum amount that will be handed out. And it is -- as a number of 60,000, it's no different from the previous year. And the same can be said, largely, the mechanism for pension benefits and for all the benefits, these are compared with the smaller figures. They are the same as in the previous year. There's differences because of the variable pay and the cash compensation being different. So this is the content of resolution #6, the ex-post, looking backwards into 2020. Now we're going to move forward. So the ex-ante resolution #7 has a few concrete figures, but most is about the compensation policy that we want to apply for this already ongoing year, 2021. And all in all without going into any details, it's fair to say, what is depicted here is not reflecting any change to the past. You see the fixed compensation of EUR 1 million was the same as in 2019. The annual variable compensation policy with the minimum target, maximum the performance criteria, also similar pension benefits. So if you allow me, I'll try to make this short because there's no change in policy really. I leave it at that and hope that you can vote yes for this resolution #10. Let me move on then to the last item regarding compensation. This is about director's compensation. Here, the main message is, if you look at the building blocks, how the total amounts are being accumulated for all the different directors. It's an activity-driven model, the more meetings we have, the more activity, the more work there is for the Board Directors. Then some of these figures will grow. If there's less work, then they will come down. I think it's a very fair model. It's basically driven by, as I said, activity, the intensity, the amount of work and effort that the Board of Directors put in there and nothing else. So we are not linked in any way to the financial success of the company, which I think is good because we need to have independent opinions. And what is mentioned here, when you look at the concrete figures and all the fixed fee of EUR 25,000, all the figures on this chart is the same, again, as in previous year. So no change. On the right-hand side, you see the numbers, how they accumulate for each individual director. It's fair to say these are direct calculations of this formula to the left. Some directors have more activity because they have to run committees. They're leading a committee. They have to get together more frequently. Others less because they happen to be only in 1 committee instead of 2 or 3. And that all leads to these different figures. So again, because there's really no change in this, the proposal for 2021 is that we don't change anything with regard to the compensation for the directors of your organization. That we keep the maximum amount at EUR 2.5 million, that should suffice. Thank you. The last chart, the governance is really part of multitude of resolutions that are coming up for your vote. Altogether, it's 10 of them. Ségolène Simonin-du Boullay will go through them with the voting results at the end of this presentation. I don't think I need to go through the 10. Let me just say by concluding, if we look on the top right-hand side, the increases in capital, they have a global ceiling of 35% which I think is important that we have certain lid on how much capital we can add to the existing base. If you differentiate between preferential with preferential or without preferential subscription rights then the ceilings are different. With preferential subscription rights, where you, dear shareholders, have the option to participate, if you like, the ceiling is 35%. Without shareholders' preferential subscription right, it's much more limited. It's below 10%. It's 9.88%. And then there's further order details or detailed resolutions regarding capital additions or buyback of company shares. Again, this, in essence, is not very different from the past. We have to go through this voting process basically every 2 years because there is a maturity, a term, the approval of rights and then they expire. So today, we need to have to vote, hopefully, again, to get the approval to keep this as a freedom of action for the Board and the organization to adjust, if necessary. With that, I conclude my short overview on the governance section. Thank you very much, and I hand it back to Cecile.

Cecile Cabanis

executive
#8

[Interpreted] Thank you. Thank you very much, Fred. I will turn over to Jean-Yves Jégourel, partner of the firm, Ernst & Young, who, on behalf of the college of auditors, will summarize the content of the statutory auditors' report.

Jean-Yves Jégourel

attendee
#9

[Interpreted] Hello, ladies and gentlemen. On behalf of the statutory auditors, it is my pleasure to introduce the reports we drafted for the ordinary and extraordinary general meetings held today. All our reports were made available by the company and are reproduced in the universal reference document. As is customary for this meeting, I will sum up these reports. We have 7 reports for the 2020 fiscal year: 1 audit report on the annual financial statement, 1 audit report on the consolidated financial statement, 1 report on the regulated conventions and finally 4 reports on the delegations granted to the Board of Directors to carry out future operations on the corporate capital. As for the financial statements first, our reports on the annual and consolidated financial statements are on Pages 374 and 354 of the reference documents, respectively, for 2020. The consolidated financial statements were drafted according to the IFRS as adopted by the European Union. As for the annual financial statements, they were prepared according to the French accounting rules. Our fundamental objective is to obtain a reasonable certainty and assurance on the regularity, sincerity and on the loyal image of the financial statements, and that the latter show no significant anomalies. Our approach is adapted to the group's activities and businesses of your group. We checked the current operations as well as the specific events of the fiscal year. And we -- this -- according to the French professional practices, this year, we particularly considered the specific conditions related to the COVID-19 pandemic health crisis to prepare and audit these financial accounts. We consider that the elements collected are sufficient and appropriate to grant our opinion. We checked a sample of the amounts and of the information mentioned in the annual consolidated financial statements. We also appreciated the internal control environment, the accounting principles used, the significant assessment retained by the group and the overall presentation of the financial statements. At the end of our work, we unreservedly certified the annual financial statements of Schneider Electric as well as the consolidated financial statement of the group. We remind you that the 2 reports have a specific chapter describing the key elements of the audit related to risks of significant anomalies, which, according to our professional judgment, were the most significant one for the auditing of the financial statements. We also supplied responses for each of these risks. As for our report on the consolidated financial statements, the 4 key aspects are: first, assessment of goodwill and brands having an indefinite lifespan, fixing an assessment of development expenses in the balance sheet, recognition and collectibility of deferred taxes recognized as a fiscal deficit being carried forward, and finally, identification of risks and assessment of provisions for risks, certain fiscal positions and possible liabilities. For our report on the annual financial statement, the key point of the audit was the assessment of securities and receivables connected to shareholding. We also carried out specific verifications as planned by laws and regulations on the information about the group and mentioned in the management report of the Board. We have no comment to make about these, about their sincerity and their relevance in relation to the annual and consolidated financial statements. We checked upon the respect of the European Single Electronic Format for the annual and consolidated financial statements further to its early adoption by the group in 2020. In our report on regulated conventions, as mentioned on Page 262 of the reference document, we indicated that we were not told of any new convention submitted to your approval during this general meeting. No convention already approved by your assembly during previous fiscal years continued during this past fiscal year. Yet the regulated convention approved by the general assembly on the 23rd of April 2020 about the conditions ruling on the departure conditions of Mr. Emmanuel Babeau from the group produced effects during this fiscal year and as are described in our report. As for resolutions related to the Extraordinary General meeting, we have full reports related to delegations to the Board of Directors for the carrying out of future operations on the corporate capital as stipulated in Resolution 16 to 20 and 22 to 24. They are reproduced on Pages 422 to 426 of the reference document. These resolutions allow the issuing of ordinary shares or securities with or without cancellation of the subscription preference right as well as the cancellation of owned shares. Our reports show no specific comment or observation. The final conditions under which this issuing could be carried out are not set yet. We cannot thus express an opinion on this proposal. And on the proposal to cancel the subscription preference right, we will draft additional reports if your Board uses these delegations. Ladies and gentlemen, thank you for your attention.

Cecile Cabanis

executive
#10

[Interpreted] Thank you. Thank you, Jean-Yves. Since all the reports have been presented, the floor is given to the shareholders. Before we start answering your questions, I would like to inform you that we have received 13 written questions from The Forum for Responsible Investment and all the answers provided by the Board of Directors are published on your company's website. Although being held behind closed doors, your Board wished for a dialogue with its shareholders. We, therefore, have questions that were addressed to us through the platform open to you during the meeting as indicated above. So I'm going to ask Ségolène. What about those questions? What are they?

Ségolène Simonin-du Boullay

executive
#11

[Interpreted] A first question by [ Marie France Amic ].

Unknown Attendee

attendee
#12

[Interpreted] For a few years now, Mr. Tricoire, you've been developing a consulting activity with your customers, your suppliers in order to help them decrease their carbon footprint. For example, at the beginning of the year, you signed a major contract with [indiscernible] in Japan. And recently, you signed another contract with Faurecia in order to help them buy renewable green energy. My question is the following. Are you going to go even further into this consulting activities?

Jean-Pascal Tricoire

executive
#13

[Interpreted] [ Mrs. Amic ], this is an excellent question. Indeed, our intent is to continue developing these consulting activities. They are already representing hundreds of millions of euros in terms of sales. What we experienced over the past years was that there was a massive movement of companies that want to measure and reduce their carbon footprint. So naturally, these companies, as they have an interest in our technologies, want us to support them in their development and in their progress. It means that we are to use our technologies to measure and then implement strategies depending on the various applications, so as to reduce, first, this carbon footprint. So this is an activity that we are developing now globally. You mentioned some examples. Another key example is that of Walmart, one of the largest retailer in the world, and they decided to work with their own suppliers in order to reduce their carbon footprint. Similarly, today, we ask our 1,000 first suppliers to commit themselves for the reduction of their carbon footprint by 50%. It is not the only consulting activity that we are developing for our digital activities and service activities. We are doing this also in digitization, digitization of industry and also in that sector of cybersecurity that naturally comes hand-in-hand with our digital offerings and consulting offerings. So if we go back to the whole rationale of our story, the objective was to equip our customers with products and devices to connect these devices, generating data, then we wanted to connect services and software in order to help them operate their installations, their systems, their facilities. And now these clients call upon us to implement their strategy, whether it is a low-carbon strategy, digitization or cybersecurity strategy. I hope this has answered your question. Ségolène, we can go to the next question.

Ségolène Simonin-du Boullay

executive
#14

Second question, [ Mr. Michel Wilpoz ].

Unknown Attendee

attendee
#15

[Interpreted] Mr. Chairman, ladies and gentlemen, members of governance, I am [ Michel Wilpoz. ] I'm a new arrival in your consolidated committee of shareholders. I've had the great pleasure of asking questions on behalf of my colleagues. Of course, it is common to say that 2020 was an atypical year as the COVID-19 crisis shuffled old cards of human activities. Your company, our company had to face on all continents, these in all its structures. Seen from outside, the governance was able to react actively, rapidly to the challenges, but I do not doubt that things were not easy. And as a shareholder, we are all ways looking at the quality of the governance deals -- teams when facing a crisis. So what were the -- your answer to COVID-19? What was the role of the Board of Directors in managing 2020? Could you connect with the executive comments in the various departments? So in a word, how this successful crisis management was structured around a motivating team? And I thank you for your answer.

Cecile Cabanis

executive
#16

[Interpreted] [ Mr. Pro ], thank you for your question. And I want to thank the consultative Board, the shareholders, they help us improving our relationship with our shareholders. Of course, your question is an essential one. If we take the example of Schneider, the second quarter of 2020 was highly disturbed by the lockdown measures in many countries. But already in the third and fourth quarters, we were back to growth. And as you know, we are caught up on our profitability, enabling us to finish the year with a profitability being superior to that of previous year, so we were highly resilient. If we try and isolate all the elements that really supported us, the first thing to say is that Schneider, I believe, we believe, and Schneider is based on a local management, we are a highly global company, but we organize ourselves to be multi-local. And when something like a pandemic strikes the whole world, each country is affected differently, and each country reacts with its own culture. Since Schneider is in each country and is having a Schneider President for the country, it meant that in these countries, in each of these countries, there was one person locally that could make the decisions autonomously, taking into account the local aspects and the fact that they were empowered onto their respective reactions. All this enabled us to be very much more efficient. Our logistics changed, our local ones, and they enabled us to react in a much more adapted way. Second element, that's our digital culture and our multi-location culture for Schneider. For more than 10 years now, Schneider has been working with management teams that are close to their respective markets, close to where we have the highest number of employees. So for more than 10 years now, we have been working on a daily basis with the videos, with technological devices, and essentially, and most of the time in a virtual way. So with the COVID crisis, well, for Schneider, it was not really a change in the way we worked. We just moved one step further in our capacity to use technologies for our reaction. I would also like to add that for quite a long time, we have been offering our employees some flexibility in their ways of working. There are the possibilities of working from home on certain days of the week. So when people are to work from home, everybody was equipped already. So we were able to reconvert people in just a few days. And I would also like to congratulate the work of the Board of Directors. They met much more frequently in a more dense way. 2020 was a year of how to react to the crisis, but it was also an intense year in terms of acquisition and strategic transformation. This intense work really enabled us to deal with each situation and to make sure that there was no discrepancies between the reality in the field and the Board of Directors. So I would say, local digitization, a strong involvement of the Board and of the executive committee. And maybe one final thing. We took the opportunity of this crisis in a way to kind of reinvent our way of working and to have cycles of exchanges -- communications were much more frequent. So at the end of the day, we saw the commitment of our employees increasing despite all difficulties.

Ségolène Simonin-du Boullay

executive
#17

We now have written a question from [ Mr. Michel Lafon ]. The price of the share has been significantly increased over the past few months. Why? I understand that financial markets are obviously approving your strategy. But what about any other levers?

Cecile Cabanis

executive
#18

[Interpreted] It would be too hasty to say anything about the share price, but there are several elements to take into account here. First, your company has been positioned on fundaments, experiencing a strong development now, sustainability and ESG, digitization and electrification. So structurally speaking, we positioned ourselves on needs that are really developed. We positioned Schneider very much on those parts of the markets that are the growing ones. And that, at the same time, enable the same resilience to crisis and resistance to crisis. I would like to mention a few number of things here. We are the world leaders in what we're doing. We are highly focusing. But since we are specializing, we have a leadership in many of our activities. We have also balanced positions to better withstand crisis that could happen in any part of the world. Geographically speaking, we are the most global company in our industry and maybe the most global one in France. But in terms of final segments, we have a 50% presence on tertiary, IT applications and 50% on infrastructure as an industry. And over the past years, we've balanced our traditional activity that was connected to projects with activities that enter the life cycle of facilities, services and software, notably, representing 17% of our revenues. And given the acquisitions of 2020, we'll be making additional revenues. Thirdly, our more than 15 years old commitment in ESG and sustainable development is something to which the financial environment, the financial investments came to over the past 2 years. And there's also the performance and our willingness, Schneider, to reposition the company, strategically speaking, on higher-quality activities by increasing and speeding up the development of activities, having a larger margin and generate more cash. And by disinvesting part of our portfolio where we have less good strategic positions and then where we are less efficient, financially speaking, I want to give a vision for this ambition, a 2-year vision, where we have a 17% operational margin. And this will not be the end of the journey. So all these reasons considered mean that Schneider is recognized in its own industry and also and essentially by the financial and service change environment.

Ségolène Simonin-du Boullay

executive
#19

And this was a written question, [ Mr. Christian Dulac ]. After all, the acquisitions made in software in 2020, is Schneider going to become a software company?

Cecile Cabanis

executive
#20

[Interpreted] We are already a software company. If we look at the 2020 scope, 7% of our revenues are coming from agnostic software. They do work with Schneider systems. So we are a fully software company, a full software company. And what we're doing in control systems is just software -- control software. So it's already 17% of pure software. To this, we must add what we're doing in the digital world. It means that 40% of our revenue is coming from digital sector. Our acquisition for 2020, all being made, will increase this to a higher level. So it's very simple for Schneider. Everything we sell tomorrow, it's not far away, will be connected. And what we're selling will have a digital image, either on a mobile device or on analytics or artificial intelligence devices, and all this will give meaning to the collected data. So Schneider is already a software company. One specificity, it is a leader in IoT, the Internet of Things, and meaning that we are pioneers or leaders in the connectivity of the physical world to the digital world. And for our clients, we are creating a digital twin of their facilities being connected to the physical reality of their respective facilities.

Ségolène Simonin-du Boullay

executive
#21

A new written question asked by [ Mr. Pierre Cordeau ]. How do you help and support customers and countries where you're working in the energy transition?

Cecile Cabanis

executive
#22

[Interpreted] We already talked about that, but the first thing is to talk with our clients. And each has a different topic, a different concern. So with them, we want to set up a measurement system, a strategy to implement what they want so that they can make this energy transition. Then the main blocks of solutions we can offer are digitalization and measurement, as I just said. These are systems based on automation systems to reduce energy consumption, systems for decarbonation in terms of energy supply. And finally, when we work with electricity companies whose difficult work is to manage this new electrical grid, smart grid, where we want to make for them -- to give them a smart grid or systems for local management of energy so that they can optimize this equation of energy management. All this enables Schneider to supply a solution that no other company in the world can offer.

Ségolène Simonin-du Boullay

executive
#23

We have a written question asked by [ Madam Adil Luno. ] We are in the middle of a job crisis. I'm talking about young people here. Students find it difficult to find a first job. What about Schneider Electric? What do you do to try and solve this specific problem?

Cecile Cabanis

executive
#24

[Interpreted] Again, this is a very good question. The Schneider's commitment in the integration of young people into their professional life and in education as well, this is something that we are really working on, and this has been the case for 20 years. In France, we have a Schneider school that developed a curricular on the new technologies, renewable energies, home automation, building the industry of the future. So we set up the curricular as we know the technologies, and then we give these to the national education systems in France or to other educational systems in the world. Our objective is to help the education systems to integrate all these new technologies. I can take the example of France since our general meeting is taking place in France. But right from the beginning, 2 or 3 years ago, we decided to strongly increase our commitment in apprenticeship. We doubled the number of apprentices. This commitment has been maintained during the COVID crisis. We believe a lot in the development, together with academic institutions, of a curricular, and we also believe in the -- in apprenticeship being the best way to integrate young people into professional life, making their entry into companies be as practical as possible. I could also quote different programs in many countries in the world for which we have been working with schools so as to develop integration programs and education programs.

Ségolène Simonin-du Boullay

executive
#25

We have received one last written question by [ Mr. Jacques Diller ]. How do you guarantee the transformation of competencies and skills of your teams towards digital skills?

Jean-Pascal Tricoire

executive
#26

[Interpreted] Well, thank you for asking. When we look at the future, we know that what we're going to do in the future will have this digital dimension. I couldn't say that there are 2 different digital worlds. Everything will have this digital thing, and of course, that means we are juggling with a number of things. To start with, we have ongoing training programs in the group so that people could acquire more skills in this area. Number two, we're recruiting people from outside. People who are highly motivated. They want to reduce the carbon footprint in the world. What they want is to provide energy to 1 billion people who do not have energy for the time being. And thanks to that, we can have a group of people who know what digital is all about in Schneider. And as I said, as we have said and repeated many, many times over during the general meetings, we acquire companies as well, thanks to which, we can gain these skills. And we have to make sure those who joined the group stay with us in developing our group so that they would give us this digital culture that we need in addition to the traditional business lines that we're proud of.

Unknown Executive

executive
#27

Thank you very much, Jean-Pascal. That's it for the questions. Now let's move on to the resolutions. Ségolène, you have the floor.

Ségolène Simonin-du Boullay

executive
#28

The quorum for voting on resolutions relating to both the ordinary shareholders' meeting and the extraordinary shareholders' meeting has been met. First resolution, approval of statutory financial statement for the 2020 fiscal year. The resolution was adopted with a majority of 99.93% of the votes cast. Second resolution, approval of consolidated financial statement for the 2020 fiscal year. This resolution is adopted with a majority of 99.98% of the votes. Third resolution, appropriation of profit for the fiscal year and setting the dividend. Resolution is adopted with the majority of 99.56% of the votes cast. Fourth resolution, approval of regulated agreements governed by article L22538, and a seq. of the French commercial code. This resolution is adopted with a majority of 99.97% of the votes cast. Fifth resolution, approval of the information on the directors and corporate offices compensation paid or granted for the fiscal year ending 31st of December 2020 mentioned in article L22109 of the French commercial code. This resolution is adopted with a majority of 95.05% of the votes cast. Sixth resolution, approval of the components of the total compensation and benefits of all types paid during the 2020 fiscal year or awarded in respect to the state fiscal year to Mr. Jean-Pascal Tricoire. This resolution is adopted with a majority of 87.31% of the votes cast. Seventh resolution, approval of the Chairman and Chief Executive Officer's compensation policy. This resolution is adopted with the majority of 81.07% of the votes cast. Eighth resolution, approval of the directors' compensation policy. This resolution is adopted with a majority of 91.97% of the votes cast. Ninth resolution, renewal of the term of office of Mr. Jean-Pascal Tricoire. This resolution is adopted with a majority of 94.92% of the votes cast. 10th resolution, appointment of Mrs. Anna Ohlsson-Leijon as a Director. This resolution is adopted with a majority of 87.15% of the votes cast. 11th resolution, appointment of Mr. Thierry Jacquet as Director, representing the employee shareholders. This resolution is rejected by a majority of 90.43% of the votes cast. 12th resolution, appointment of Ms. Zennia Csikos as Director representing the employee shareholders. This resolution is rejected by a majority of 97.16% of the votes cast. 13th resolution, renewal of the term of office of Mrs. Xiaoyun Ma as Director representing the employee shareholders. This resolution is adopted with a majority of 92.98% of the votes cast. 14th resolution, appointment of Mrs. Malene Kvist Kristensen as director representing the employee shareholders. This resolution is rejected by a majority of 97.11% of the votes cast. 15th resolution, authorization granted to the Board of Directors to buy back company shares. This resolution is adopted with a majority of 98.7% of the votes cast. 16th resolution, delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities, giving access to share capital of the company with shareholders' preferential subscription right. This resolution is adopted with the majority of 92.12% of the votes cast. 17th resolution, litigation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities, giving access to share capital of the company without shareholders' preferential subscription right through a public offering other than those referred to in Article L41121 of the French monitoring financial code. This resolution is adopted with a majority of 93.51% of the votes cast. 18th resolution, delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities, giving access to share capital of the company without shareholders' preferential subscription right through an offering in accordance with Article L41121 of the French monetary and financial code. This resolution is adopted with a majority of 92.60% of the votes cast. 19th resolution, delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of the capital increase with or without shareholders' preferential subscription. This resolution is adopted with a majority of 86.97% of the votes cast. 20th resolution, delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities, giving access to share capital of the company without shareholders' preferential subscription and consideration contributions in kind to the company. This resolution is adopted with a majority of 97.65% of the votes cast. 21st resolution, delegation of authority to the Board of Directors to increase the capital by capitalizing additional paid in capital, reserves, earnings or other. This resolution is adopted with the majority of 99.57% of the votes cast. 22nd resolution, delegation of authority to the Board of Directors to undertake capital increases reserved for participants in a company savings plan without shareholders' preferential subscription right. This resolution is adopted with a majority of 96.33% of the votes cast. 23rd resolution, delegation of authority to the Board of Directors to undertake capital increases reserved for employees of certain non-French subsidiaries of the group directly or via entities acting to offer those employees benefits comparable to those offered to participants in a company savings plan without shareholders' preferential subscription right. This resolution is adopted with the majority of 96.36% of the votes cast. 24th resolution, authorization to the Board of Directors to cancel shares of the company bought back by the company under the share buyback programs. This resolution is adopted with the majority of 95.63% of the votes cast. 25th resolution, amendment of the Article 13 of the Articles of Association to correct a material error. This resolution is adopted the majority of 99.09% of the votes cast. 26th resolution, powers for formalities. This resolution is adopted with the majority of 99.99% of the votes cast. I will now give the floor to Jean-Pascal Tricoire who will close this meeting.

Jean-Pascal Tricoire

executive
#29

[Interpreted] Well, Hillary and everybody, I'd like to thank you for these presentations. Thank you for attending our annual general meeting. As you know, the times are tough, but I think that we've fared well, as you've seen. We've even managed to grow. One of the questions asked was dealing with that. Some would be saying these are exceptional times. I hope it's going to be exceptional, and that soon, we'll be back to some type of normality. Thank you for trusting in our group. Thank you for your investments. Thank you for supporting our development and supporting our strategic plan. I hope that we're going to meet you again soon so that we can tell you more about the development of your group. Thank you very much.

Operator

operator
#30

Ladies and gentlemen, thank you for following this meeting. And before we adjourn, I invite you to take care of yourself, please take note of the date of Schneider Electric next annual shareholders' meeting to be held on 28th of April 2022. We hope to see you there. And take care of yourself, take care of one another. Thank you very much. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]

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