LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

W corporate governance:

W report on the work of the Strategy and Social Responsibility Committee, as set out in section 6.1.3.3 below, W approval of acquisition projects involving an amount in excess of €100 million, W regular progress reports on proposed acquisition projects and on the financing of certain acquisitions, W annual update of the Company’s shareholder structure, summary of roadshows, W presentations on strategic issues, especially during the Board of Directors’ Annual Seminar; W review of risk management procedures including the review of the new risk mapping procedure; W update on the Group’s compliance program; W preparation for the annual Shareholders’ General Meeting and Special Meeting of Shareholders of May 30, 2018: W convening of the annual Combined Shareholders’ General Meeting (determination of the agenda and approval of proposed resolutions), W production of reports for the Shareholders’ General Meeting; W other: W recognition of the capital increase following exercises of options and cancellations of shares, W annual review of the policy regarding gender balance and equal pay, W regulatory developments; update on the revision of the Code of Corporate Governance and on the PACTE (action plan for business transformation and growth) bill. Board of Directors’ Annual Seminar Every year Legrand’s directors and the representatives of the Central Workforce Relations and Economic Committee who attend meetings of the Board of Directors attend a Seminar organized in France or abroad. Program content is such that directors have the opportunity to understand their role on the Board and improve their knowledge of the Group and its structure, products and markets. In 2018, the Board Seminar covered the Group’s various medium- and long-term growth strategies. During the Seminar, various presentations gave directors the opportunity to meet the teams and freely discuss the Group’s various strategic options with them. Areas of improvement for the Board of Directors’ functioning further to the annual assessment of the Board of Directors Since 2007, an assessment of the operating procedures of the Board of Directors and its specialized committes has been performed every year in order to measure, as required by the Code of Corporate Governance, (i) the functionning modalities of the Board and its specialized committes, (ii) the quality of preparation and debate regarding significant matters, and (iii) the effective contribution of each director to the work of the Board, and his/her involvement W presentation of the new 2019-2021 CSR roadmap; W risk management:

W report on the work of the Lead Director,

W report on the work of the Nominating and Governance Committee, as set out in section 6.1.3.3 below,

W designation of independent directors,

W review of the composition of the Board of Directors in view of the reappointment of two directors,

W review of the composition of the committees,

W definition of diversity targets for the Board of Directors’ membership, W assessment of the performance of the Board of Directors and its committees (summary and proposals), W amendments to the Board of Directors’ internal rules, partly due to the revision of the Code of Corporate Governance in June 2018, W review of regulated agreements and commitments; W compensation: W report on the work of the Compensation Committee, as set out in section 6.1.3.3 below, W long-term incentive plans/performance share plans and stock-option plans: W implementation of the authority granted under the seventeenth resolution of the Combined Shareholders’ General Meeting of May 30, 2018, W approval of the rules of the 2018 performance share plan for Group employees and the Chief Executive Officer and long- term incentive bonuses, W approval of individual performance share awards to Group employees and the Chief Executive Officer W determination of number of shares that the Chief Executive Officer is required to retain in registered form until the termination of his duties as concerns performance share awards, W compensation paid to the company officers, W examination of compensation for 2017, W determination of the principles of compensation for 2018,

W attendance fees (amounts distributed in 2017),

W determination of the budget for reimbursement of directors’ expenses; W financial management of the Company:

W annual renewal of financing authorizations,

W annual renewal of powers granted to the Chief Executive Officer regarding guarantees, endorsements and security interests, W grants of authority to the Board of Directors to be proposed to the Shareholders’ General Meeting, W implementation of the grant of authority approved under the fourteenth resolution of the Combined Shareholders’ General Meeting of May 30, 2018; W Company strategy and growth:

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LEGRAND

REGISTRATION DOCUMENT 2018