LEGRAND / 2018 Registration document

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6



On this basis and relating to the forthcoming expiry of Ms. Eliane Rouyer-Chevalier’s term of office as director, the Board of Directors chose: W to support the renewal of the terms of office for which she was standing for reappointment, for the reasons stated in the previous paragraph entitled “Changes in the composition of the Board of Directors”; W to support Mr. Michel Landel’s application, for the reasons set out above. R FUNCTIONING OF THE BOARD OF DIRECTORS The Company’s Board of Directors has adopted, pursuant to the Articles of Association, internal rules designed to establish, within the framework of current statutory and regulatory provisions and the Articles of Association, details of the composition, organization and operation of the Board of Directors and its Committees, as well as the rights and obligations of Directors. The Board of Directors’ internal rules, which include a Directors’ Charter, are regularly updated and can be viewed on the Company’s website: www. legrand.com. The main rules relating to the organization and operation of the Company’s administration and management bodies determined by the internal rules and the Company’s Articles of Association are outlined below. The Board of Directors carries out the duties that have been assigned to it by law in order to act at all times in the corporate interest. The Board of Directors determines how the Company is managed. The Board of Directors is authorized to allow the Chairman to issue special pledges in relation to bond issues. The Board of Directors may decide to set up specialized committes to consider matters submitted to them by the Board of Directors or its Chairman. It determines the composition and powers of its Committees, which carry out their duties under its responsibility and without prejudice to the powers of the Board itself; these can never be delegated to the Committees. The Board’s strategy and decisions are made within the context of the Company’s sustainable development policy. Thus, it commits to promote long term growth value by the Company considering social and environmental issues of its activities. In consequence, it is the duty of the Board: W to consider and approve all decisions relating to significant strategic, economic, social, financial and technological issues for the Company and the Group and ensure that General Management effectively implements them; Duties and remit of the Board of Directors and of its Chairman

W concerning the matters mentioned below, to make related proposals to shareholders where they are subject to approval at Shareholders’ General Meetings or to grant prior authorization to the Chief Executive Officer to complete and implement them where they are matters for General Management: W delegation of powers or authority relating to the issue or purchase of shares or other securities providing access to equity, W arrangement of borrowings, whether in the form of bonds or any other form, or any voluntary early repayment of loans, advances or borrowings for an amount exceeding €100 million, W the establishment of joint venture(s) or the acquisition of any business(es) for an amount exceeding €100 million; the acquisition of any equity interest or business, or the formation of any joint-venture agreement where the amount involved exceeds €100 million, W the sale or transfer of any business(es) or asset(s) for an amount exceeding €100 million; the sale of any equity interest or business involving an amount exceeding €100 million, W the selection, replacement or removal of any or all of the statutory auditors, W merger transactions or proposals concerning the Company or, more generally, any transaction resulting in the transfer or sale of all or substantially all of its assets, W any transaction leading to an increase or decrease in the Company’s share capital, including, as may be the case, through the issue of securities providing access to the Company’s equity capital, such as securities convertible into shares or exchangeable for or redeemable in shares or preferred shares (except for awards of bonus shares or stock options in the Company’s ordinary course of business), W any creation of double voting rights or any other change to the voting rights attached to Company shares, W changes to governance, including any change in the corporate governance rules applying within the Company, in particular the rules governing the membership and operation of the Board of Directors and, more generally, any change to the internal rules, W any proposal for the appointment of new members to the Board of Directors, W the listing of any security issued by the Company on a regulated market other than Euronext or any other security instrument issued by the Company, W bankruptcy filings, appointment of an ad hoc authorized agent, liquidation, etc., any voluntary winding-up or agreed liquidation of the Company, and any decision that may result in the initiation of insolvency proceedings or the appointment of an ad hoc authorized agent, W the annual budget (including capital expenditure),




Made with FlippingBook Annual report