LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

convene a meeting of the Board of Directors on a given agenda whose importance or urgency justifies holding an extraordinary meeting of the Board. The Chief Executive Officer may also ask the Chairman to convene a Board meeting on a specific matter. Whenever the Board has not met for more than two months, at least one-third of the members of the Board of Directors may ask the Chairman to convene a meeting of the Board to consider a particular agenda. The Chairman is bound by the requests made to him/her under the previous paragraph. Subject to the above, the agenda is decided by the Chairman and can only be set, if required, at the time of the meeting. Notices are issued by any means, even verbally, at the registered office or in any other place indicated in the meeting notice, in France or abroad. The internal rules of the Company’s Board of Directors state that meeting notices, which can be sent by the secretary of the Board of Directors, can be issued by letter, e-mail or verbally. Where the notices of meeting so stipulate, Board meetings may be held by videoconference or conference call, provided that these transmit at least the voices of participants and meet the technical requirements for the continuous and simultaneous relay of deliberations. Directors participating in Board meetings using such means are deemed present for the purposes of quorum and majority requirements. If one or more Directors notify the Chairman of the Board that they cannot attend a Board meeting, the Chairman must attempt to organize a Board meeting using the means described in the preceding paragraphs. Board meetings held by videoconference or by other electronic means cannot adopt certain decisions wherever the law prohibits it. The Chairman shall endeavor to issue meeting notices five days prior to the actual meeting. He shall also endeavor to take account of the diary constraints of Board members so as to ensure the presence of as many members as possible at each meeting. Deliberations take place subject to the conditions of quorum and majority provided for by law. In the event that a vote its tied, the

Chairman has the casting vote. The Board may appoint a secretary who may be chosen from outside the shareholders and members.

Attendance register An attendance register is maintained at the Company’s registered office and contains the names of the Board members who were present physically or by means of telecommunication, represented, excused or absent at each meeting. Proxies granted by mail, or email are annexed to the attendance register. Minutes Deliberations of the Board are evidenced by minutes prepared, signed and maintained in accordance with regulatory requirements. The minutes of each Board meeting must include: W the name of each director present physically or by means of telecommunication, represented, excused or absent; W the occurrence of any technical videoconferencing or conference- call incident that disrupted proceedings during a meeting if any; W the name of other persons attending all or part of the Board meeting; W a summary of the discussions and deliberations of the Board of Directors; and W questions raised and the reservations stated by participating directors, if any. Board meeting notices and minutes are translated into English. At least once a year, the Board of Directors discusses its functioning (this involves a corresponding review of the Board’s specialized committes) and an account of this is included in the Company’s corporate governance report so that shareholders are informed each year of the assessments carried out and, if applicable, of any steps taken as a result (see section 6.1.1.3). The assessment of the Board’s functioning and those of its specialized committes is supervised by the Lead Director. Assessment of the Board of Directors and its specialized committes

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LEGRAND

REGISTRATION DOCUMENT 2018