LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

6.1 – ADMINISTRATION AND MANAGEMENT OF THE COMPANY

The Company refers to the principles of corporate governance for listed companies set out in the Afep-Medef Code of Corporate Governance, as revised in June 2018 (the “ Code of Corporate Governance ”). This Code of Corporate Governance can be viewed on the Medef website: www.medef.com. The Code of Corporate Governance uses the “comply or explain” principle. Any recommendation with which the Company does not strictly comply is presented and explained briefly in the table below:

Code of Corporate Governance recommendation with which the Company does not strictly comply

Explanation

Presence of an employee-director on the Compensation Committee The Code of Corporate Governance recommends that an employee-director should sit on the Compensation Committee.

When reviewing the composition of the various Committees, the Board, in conjunction with the director representing employees, did not regard it as appropriate to appoint that director to the Compensation Committee, instead appointing him to the Audit Committee. The Board of Directors, on the recommendation of the Nominating and Governance Committee, took the view that his expertise in cybersecurity and his experience in the Company’s Information Systems Department could be of benefit to the Audit Committee’s work, particularly regarding IT risks. In any case, it should be noted that the Compensation Committee performs its activities under the scrutiny of the Board. The Committee’s work, recommendations and opinions are the subject of detailed reports and are discussed in Board meetings by all directors, including the director representing employees.

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LEGRAND

REGISTRATION DOCUMENT 2018

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