LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Diversity in the Board of Directors Each year, the Board of Directors examines its composition and that of its specialized committes to ensure that the balance of members is correct, particularly in terms of diversity. It is constantly seeking to improve the gender balance, international dimension, skills diversity, international experience, expertise and independence of its members, so that it can assure shareholders and the market that it acts with the necessary independence and objectivity. Subject to approval by the Company’s Combined General Shareholders’ Meeting of May 29, 2019 regarding the renewal of Mrs. Eliane Rouyer-Chevalier’s term of office as director of the Company, and regarding the appointment of Mr. Michel Landel, the 11 members (including one director representing employees) comprising the Board of Directors will include: W five women , a proportion of 50% (1) , which exceeds the requirements of the French Commercial Code (40% as of 2017); W eight independent members , a proportion of 80% (1) , which exceeds the 50% minimum level recommended by the Code of Corporate Governance; W five different nationalities , with one US director, one Spanish director, one Italian director, one Franco-German director, and seven French directors. In terms of gender balance, the Board noted that its proportion of women would be 50% should the shareholders vote in favor of the reappointment and appointment of directors submitted for approval to the Company’s Combined Shareholders’ General Meeting on May 29, 2019. The Board also appreciates the significant efforts made in recent years to ensure greater international representation among its members and in terms of their experience. For 2018, the Board of Directors considered directors’ skills to be varied and complementary, with some directors having strategic skills suited to the general management of industrial groups, and others having financial skills or more specific expertise, (investor communications, talent management, marketing and corporate social responsibility). Also, the past and current representatives of Legrand’s management who are members of the Board of Directors ensure that the Board benefits from good level of knowledge of the Group and the way it operates. Since 2017, Legrand has ranked among the top 10 companies in the first quartile of the CAC 40 in terms of governance best practices as part of the “CAC 40 Governance” index launched by Euronext in partnership with Vigeo Eiris, based on indicators in four areas including one relating to the Board of Directors (effectiveness, balance of power, integration of social responsibility factors). Given all these factors, the Board considered its composition in 2018 to be satisfactory with regard to the diversity criteria examined. It nevertheless continues to pay attention to any potential change that could be relevant and consistent with the Group’s development and dynamic approach.

In its meeting of March 20, 2019, the Board of Directors, on the basis of a recommendation by the Nominating and Governance Committee, maintained its assessment that (i) there was no material business relationship between Ms. Eliane Rouyer-Chevalier and Legrand and that (ii) Ms. Eliane Rouyer-Chevalier could be designated as an independent director. On the basis of the Nominating and Governance Committee’s recommendation, the Board of Directors assessed the number of directorships held by Ms. Eliane Rouyer-Chevalier outside the Company. That assessment showed that Ms. Eliane Rouyer-Chevalier had the time required to perform her duties, since the number of directorships held by Ms. Eliane Rouyer-Chevalier outside the Company was consistent with the rules of the French Commercial Code and the Code of Corporate Governance. As a result of the foregoing, the Board of Directors has proposed that the Shareholders’ General Meeting convened for May 29, 2019 reappoint Ms. Eliane Rouyer-Chevalier as director for a four-year term (see presentation of the agenda and draft resolutions in Appendix 4 of the Company’s registration document). As part of the external process to recruit new directors carried out in 2018 and described previously, Mr. Michel Landel was chosen from the candidates selected in the Board of Directors meeting of February 7, 2018, since three directors were due to leave the Board of Directors at the end of the Shareholders’ General Meeting of May 30, 2018. Mr. Michel Landel had confirmed his interest in joining the Company’s Board of Directors while indicating that he would not be available until 2019. The Board of Directors, based on recommendations made by the Nominating and Governance Committee, took the view that, because of his experience as an executive of a listed company with substantial international activities, his strong, trend-setting commitment to diversity and in general his knowledge of corporate social responsibility matters, Mr. Michel Landel could make a useful contribution to the Board’s work. In its meeting of March 20, 2019, the Board of Directors, on the basis of a recommendation by the Nominating and Governance Committee, examined Mr. Michel Landel’s individual situation and found that (i) there was no material business relationship between Mr. Michel Landel and Legrand and that (ii) Mr. Michel Landel could be designated as an independent director. The Board also found that Mr. Michel Landel would have the time required to perform his duties, since the number of directorships held by Mr. Michel Landel outside the Company was consistent with the rules of the French Commercial Code and the Code of Corporate Governance. As a result of the foregoing, the Board of Directors has proposed that the Shareholders’ General Meeting of May 29, 2019 appoint Mr. Michel Landel as an independent director for a four-year term (see presentation of the agenda and draft resolutions in Appendix 4 of the Company’s registration document).

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(1) The director representing the employees is not taken into account (i) in the calculation of the minimum ratio of directors of the same gender, in compliance with statutory provisions, or (ii) in the calculation of the independence rate of the Board of Directors, in compliance with the recommendations of the Code of Corporate Governance.

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LEGRAND

REGISTRATION DOCUMENT 2018