LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Findings of the review conducted by the Nominating and Governance Committee and the Board of Directors concerning other independence criteria After reviewing the individual position of each director with regard to the independence criteria discussed above, the Board of Directors, at its meeting on March 20, 2019 and on the recommendation of the Nominating and Governance Committee, renewed its assessment that Ms. Isabelle Boccon-Gibod, Ms. Christel Bories, Ms. Angeles Garcia-Poveda, Ms. Annalisa Loustau Elia, Ms. Éliane Rouyer-Chevalier, Mr. Edward A. Gilhuly and Mr. Patrick Koller could be designated as independent directors:

Isabelle Boccon- Gibod

Angeles Garcia- Poveda

Annalisa Loustau Elia

Éliane Rouyer- Chevalier

Gilles Schnepp Olivier Bazil

Christel Bories

Edward A. Gilhuly

Patrick Koller

Not an employee or corporate officer during the past 5 years

X

P

P

P

P

P

P

P

P

No cross directorships

P

P

P

P

P

P

P

P

P

No material business relations

P

P

P

P

P

P

P

P

P

No family ties

P

P

P

P

P

P

P

P

P

No statutory auditor relations

P

P

P

P

P

P

P

P

P

Not a director for more than 12 years Status of a non-executive corporate officer

X

X

P

P

P

P

P

P

P

X

P

P

P

P

P

P

P

P

Status of a major shareholder

P

P

P

P

P

P

P

P

P

P : represents an independence criterion met. X: represents an independence criterion not met.

6

The proportion of independent directors on the Company’s Board of Directors thus stands at 77.78% (1) , higher than the minimum ratio of 50% recommended by the Code of Corporate Governance for non-controlled companies. With respect to the specialized committes: W the Audit Committee has four members, three of whom are independent, therefore the percentage of independent directors is 100% (1) . This is consistent with the Code of Corporate Governance, which recommends that at least two-thirds of the Committee’s members should be independent directors; W the Nominating and Governance Committee has three members, two of whom are independent, therefore 66.67% of its members are independent directors. This is in line with the Code of

Corporate Governance, which recommends that the majority of the Committee’s members should be independent directors; W the Compensation Committee has four members, all of whom are independent, therefore the percentage of independent directors is 100%. This is in line with the Code of Corporate Governance, which recommends that the majority of the Committee’s members should be independent directors; W the Strategy and Social Responsibility Committee has six members, four of whom are independent, therefore the percentage of independent directors is 66.67%. As regards the Lead Director, her appointment complies with the Code of Corporate Governance, which recommends that the Lead Director be independent (see also section 6.1.2).

(1) It should be noted that Mr. Philipppe Jeulin, the director representing employees, is a member of the Audit Committee but is not taken into account, in accordance with the Code of Corporate Governance’s recommendations, in the calculation of the percentage of independent directors on the Board and specialized committes.

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LEGRAND

REGISTRATION DOCUMENT 2018

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