LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Independent directors

W be a major shareholder of the Company and take part in its control. However, when a director represents a shareholder of the Company directly or indirectly holding more than 10% of the Company’s capital or voting rights, the Board of Directors, after receiving a report from the Nominating and Governance Committee, must systematically review his or her status as an independent director, with due regard for the Company’s share ownership structure and the potential for conflicts of interest. Procedure for designating independent directors In accordance with the internal rules of the Company’s Board of Directors, designations as independent directors are discussed by the Nominating and Governance Committee with regard to the independence criteria defined above, and are approved by the Board of Directors when a director is appointed and annually for all directors. The findings of the Board’s review are made available to shareholders. Findings of the review conducted by the Nominating and Governance Committee and the Board on the criterion of business relationships between the Company and its directors During the annual review of independent director designations, the Nominating and Governance Committee and then the Board of Directors in its meeting of March 20, 2019 analyzed the business relationships that could exist between the Group on the one hand, and each director or companies with which they are associated (as a customer, supplier, commercial banker, investment banker or advisor) on the other hand. To prepare its assessment, the Nominating and Governance Committee asked directors to complete an independence questionnaire. The Committee then analyzed the position of each director based on the responses given in order to: W determine the existence of a business relationship; W and where applicable, assess whether or not this relationship was significant by applying qualitative criteria (context, background and structure of the relationship, and parties’ respective powers) as well as quantitative criteria (materiality of the relationship to the parties). The tests showed that none of the directors had business relationships with Legrand.

Definition of independent director and applicable criteria A director is considered to be independent if he/she has no relationship with the Company, its management or the Group which might compromise his/her free judgment or create a conflict of interest with the Company, its management or the Group. In this regard, the internal rules of the Company’s Board of Directors lists the independence criteria set forth in the Code of Corporate Governance. Pursuant to the provisions of the Board’s internal rules and those of the Code of Corporate Governance, an independent director must not: W be or have been in the past five years: W an employee, executive officer or director of a company consolidated within the Company, W an employee, executive officer or director of the Company’s parent company or of a company consolidated by that parent company; W be an executive officer of a company in which the Company directly or indirectly holds a directorship or in which an employee appointed as such or an executive officer of the Company (currently in office or having held such office during the last past five previous years) is a director; W be a customer, supplier, commercial banker, investment banker or advisor: The assessment of whether the relationship with the Company or the Group is material or non-material must be debated by the Board, and the qualitative and quantitative criteria that lead to that assessment (continuity, economic dependence, exclusivity, etc.) must be explicitly stated in the annual report; W be related by close family ties to a company officer of the Company or Group; W have been a statutory auditor for the Company or a Group company in the course of the five previous years; W have been a director of the Company for more than 12 years, with the status of independent director being lost on the date at which this 12-year period is reached; W be a non-executive officer and receive variable compensation in cash or in the form of shares or any compensation linked to the performance of the Company or Group, with the exception of attendance fees. W that is material to the Company or its Group, W or for which the Company or its Group accounts for a material proportion of its business. W an employee or executive officer of the Company or Group,

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LEGRAND

REGISTRATION DOCUMENT 2018