LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Directors’ access to information In order to allow Board members to carry out their duties effectively, the Chairman of the Board must provide each director with the documents necessary to consider items on Board meeting agendas, at least five days prior to the meetings. Directors may request any documents they believe relevant for the preparation of the meeting, provided that they submit such requests with reasonable notice period. When required by confidentiality, in particular where sensitive financial information is concerned, informationmay be communicated during the meeting. Directors receive all relevant information on events or transactions that are significant for the Company between meetings. Directors have the opportunity to meet with the Company’s principal executive managers, including in the absence of the Chief Executive Officer. In the latter case, the Chief Executive Officer should be given prior notice. Board members are informed about market developments, the competitive environment and the main issues, including in the fields of corporate social and environmental responsibility. Directors’ training Each director may be provided, at the time of their appointment and throughout their term of office, with training relating to the specific features of the business, its activities, its operating segments and issues relating to social and environmental responsability. New directors are provided with an induction program aimed at facilitating their integration and the assumption of their new duties. The induction program includes site visits and meetings with Group management. To take the most recent appointments to the Board as examples, visits, presentations and meetings were organized after the appointment of Mr. Edward A. Gilhuly and Mr. Patrick Koller as directors by the Shareholders’ General Meeting of May 30, 2018, to familiarize them with their duties on the Board. In the course of this induction program, Mr. Edward A. Gilhuly and Mr. Patrick Koller visited the Innoval Customer Training Center in Limoges, as well as the My Home Apartment, which showcases the technologies marketed by Legrand in its residential systems. They were also given a presentation of several production sites and product testing laboratories, and meetings were organized with several senior executives and operational management staff at Legrand. Moreover, Audit Committee members are provided, at the time of their appointment and on their demand, with information relating to the Company’s specific accounting, financial and operational features, which will be the case in 2019 for Mr. Philippe Jeulin following his appointment by the Board on March 20, 2019. The Board’s internal rules also stipulate that, if appointed, Directors representing employees or employee-shareholders shall receive appropriate training on the requirements of their role. Various financial and legal training sessions and meetings with the Group’s executive and operational staff members were organized when the Director representing employees was appointed.

Lastly, the four Central Workforce Relations and Economic Committee representatives who attend the Company’s Board meetings have already received financial and legal training in 2017 and 2018, and training on the Group’s acquisitions policy will be organized in 2019. Professional ethics for directors In accordance with the Directors’ Charter, before taking up their office, all directors must ensure that they are fully aware of their general and specific duties, particularly where these result from legislation and regulations, the Articles of Association, the Board’s internal rules and its Charter, as well as from any other legally binding document: W directors must be competent, active and committed; W directors must act at all times in the corporate interest of the business. They undertake to promote and defend the Company’s values; W directors are to devote the necessary time and attention to their tasks. In this respect, directors undertake to: W not hold more than four other directorships in listed companies, including foreign companies, not affiliated with the Group; an executive officer may not holdmore than two other directorships in listed companies, including foreign companies, not affiliated with the Group. However, the limit of two other directorships does not apply to directorships held by an executive officer in subsidiaries and affiliates, held alone or together with others, of companies whose main activity is to acquire and manage such subsidiaries and affiliates, W keep the Board of Directors informed of directorships held in other companies, including membership of such companies’ board committees, both in France and abroad; an executive officer must seek the opinion of the Board of Directors before accepting a new directorship in a listed company, W be assiduous and as far as possible attend all meetings of the Board of Directors and any committee they may belong to; W in the interest of transparency, the corporate governance report includes a report on directors’ attendance at meetings of the Board of Directors and its committees; W directors shall make every effort to attend Shareholders’ General Meetings; W the Company recommends that all directors gradually acquire a number of shares during their term of office equivalent to one full year of their share of attendance fees, which they must own personally. To calculate the number of shares, the following are assumed: attendance, for one financial year, at all meetings of the Board and of the special committee(s) of which the relevant director is a member; the average price of Legrand shares over the previous financial year as the value for one Legrand share. The minimum number of shares to be held personally and kept throughout the term of office is set at 500; the Company is informed of the number of shares held and includes this information in its annual report;

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LEGRAND

REGISTRATION DOCUMENT 2018