LEGRAND / 2018 Registration document
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ADMINISTRATION AND MANAGEMENT OF THE COMPANY
W any proposal for a decision entailing amendment of the Company’s Articles of Association, W in the event of disputes, the conclusion of any agreements, settlements or arrangements, or acceptance of any compromise, where the amount concerned exceeds €100 million, W the grant of any surety on Company assets if the obligation for which surety is given or the assets pledged represents an amount in excess of €100 million, W and more generally, any material transaction outside the scope of the Legrand’s stated strategy, where the amount concerned exceeds €100 million; W to examine and approve the reports on the activities of the Board of Directors and its Committees to be included in the corporate governance report; W to examine and approve, at the proposal of the Nominating and Governance Committee, the presentation of Directors to be included in the corporate governance report, in particular the list of independent directors, setting out the criteria applied; W to co-opt directors where necessary, and present proposals for the reelection of directors to the Ordinary Shareholders’ General Meeting; W to discuss the performance of the company officers (not in the presence of the interested parties) and determine, based on the recommendation of the Compensation Committee, the compensation due to company officers and to apportion attendance fees; W to deliberate on stock option and bonus share plans and all other share-based payments or compensation indexed or otherwise linked to shares; W to ensure that shareholders and investors receive relevant, balanced and instructive information about the strategy, development model, the way in which extra-financial issues that are material to the Company are taken into account and its long-term outlook; W to examine, on a regular basis, in connection with the strategy it defines, the opportunity and risks, such as financial, legal, operational, social and environmental risks, as well as measures which has been taken accordingly; W to ensure, if applicable, the implementation of a mechanism to prevent and detect bribery and influence peddling; W to ensure that the executive officers implement a policy of non- discrimination and diversity, notably with regard to the balanced representation of men and women on the governing bodies; W to approve the management report, including the corporate governance report and describing the compensation policy. The Board of Directors alone has the power to amend its internal rules. The Chairman of the Board organizes and leads the work of the Board, on which he must report back to the Shareholders’ General Meeting, and ensures efficient operation of the corporate bodies in respect of the principles of good governance.
He sets the schedule and agenda for Board meetings and convenes them. He coordinates the work of the Board of Directors with that of the specialized committes. In relations with the Company’s other bodies and with respect to external relations, the Chairman of the Board of Directors is the only person with the power to act in the name of the Board of Directors and to speak on its behalf, except in exceptional circumstances, and excluding a particular mission or specific mandate entrusted by the Board of Directors to another director. He may hold discussions with the Statutory Auditors in order to prepare the work of the Board of Directors and the Committees. The Chairman coordinates with the Chief Executive Officer, who alone ensures the general and executive management of the Company. The Chairman receives from the Chief Executive Officer all the information required by lawwith respect to the internal control report. He can ask the Chief Executive Officer or any manager, and in particular the head of the risk management function, for information that may assist the Board of Directors and its committees in accomplishing their duties. After the roles of Chairman and Chief Executive Officer were separated, and in relation to the introduction of a new recommendation in the Code of Corporate Governance as revised in June 2018, a decision was taken to amend the Board of Directors’ internal rules in order to assign the duty of ensuring dialogue between the Board of Directors and shareholders to the Chairman of the Board of Directors, accompanied by the Executive VP Investor Relations. Depending on the topics addressed, members of management may be present. If the Chairman of the Board of Directors is unavailable, the duty to ensure dialogue between the Board of Directors and shareholders may be assigned by the Board to the Lead Director, based on the same arrangement (accompaniment by the Executive VP Investor Relations and additional members of management depending on the topics addressed). In accordance with the Code of Corporate Governance, the Chairman of the Board of Directors (or the Lead Director) reports to the Board regarding these duties. Meetings of the Board of Directors The Company’s Board of Directors may meet as often as required in the interests of the Company, and in any event, must meet at least five times per year. Members of the Board of Directors are invited to Board meetings by the Chairman, or, in the event that the Chairman is unable to do so, by the Vice-Chairman, where required. The Lead Director, where required, may also (i) ask the Chairman to convene a meeting of the Board of Directors or, (ii) directly Relationship between the Board of Directors and shareholders
REGISTRATION DOCUMENT 2018
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