LEGRAND / 2018 Registration document

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W give greater detail about the various ways of leveraging economic performance, particularly when management is presenting results : in response, more information was included in the 2018 budget presentation, particularly to provide further evidence of how revenue growth targets tally with market trends. In addition, presentations – particularly during the 2018 Seminar – sought to explain more clearly how innovation, digital initiatives and the adoption of a commercial excellence approach drive performance; W enrich the Board’s composition by selecting (i) an executive from a listed company operating within the industrial sector, (ii) a person with particular experience of digital transformation in an industrial company and of digital technologies and/or (iii) an executive with US nationality, given the increasing proportion of the Group’s business in the United States : in this regard, a recruitment process run by an external consultant, appointed by the Nominating and Governance Committee, started at the end of 2017 and the appointment of two new directors was approved by the Shareholders’ General Meeting of May 30, 2018; W give more detail when presenting certain topics, particularly the talent development process : in response, talent management was one of the main themes covered in the 2019 Seminar, a report on which will appear in the Company’s next registration document; W ensure that management makes more frequent use of Board members’ skills : this request was taken into account, since throughout 2018 management made use of the directors’ various skills, particularly when preparing the new 2019-2021 CSR roadmap, when discussing an acquisition proposal ahead of a meeting of the Strategy and Social Responsibility Committee, and when visiting production sites; W possibly increasing the amount of director attendance fees : as regards this recommendation, the Board of Directors and Compensation Committee said that they did not share the independent consultancy’s opinion, because efforts to increase attendance fees had been made in recent years to bring them closer to international standards. In addition, the Compensation Committee ensures each year, based on benchmarks, that attendance fees paid to directors are in line with market practices.

in deliberations. In accordance with its internal rules, the Board discusses its functioning at least once a year and includes a report on this in the Company’s annual report. It should be noted that at its meeting of November 9, 2016, the Board approved the process for assessing its work based on a three-year cycle alternating between an external assessment and internal assessments which may, depending on the year, include an assessment of directors’ individual contributions. In 2018, the formal assessment of the Board of Directors and the specialized committes was carried out by an independent external consultancy, based on individual meetings. That consultancy summarized comments made by Board members in those meetings and compiled them into a report sent to the Nominating and Governance Committee, which presented it to the Board of Directors in its March 20, 2018 meeting. In brief, the assessment carried out in 2018 with respect to 2017 showed that the Board of Directors’ functioning are highly satisfactory and consist of market best practice. More precisely, the independent consultancy emphasized the following: (i) the directors believe that Legrand is a well-managed company; (ii) the Board is very confident in the management team, regarding it as excellent; (iii) discussions between directors and the management team are of a high quality; (iv) the management team listens to the Board; (v) there is a good level of trust between the directors; (vi) representatives of the Central Workforce Relations and Economic Committee contribute effectively to the Board’s work; (vii) there is a high level of transparency, particularly in the presentation of the financial statements and risk monitoring efforts; (viii) the Board is diverse and has complementary skills; (ix) the Board implements the governance recommendations of the Code of Corporate Governance as soon as possible; (x) the work done by the specialized committes is regarded as excellent; (xi) decision-making and acquisitions- monitoring processes are of a high quality; (xii) the Board’s 2017 Seminar on growth was much appreciated. Recommendations made by directors as compiled by the independent consultancy and responses supplied by management in 2018 in order to maintain the continuous improvement process for the Board’s functioning were as follows:


6.1.2 – Lead Director

In 2013, the directors amended the Board’s internal rules to make the appointment of a Lead Director compulsory in the event that the positions of Chairman and Chief Executive Officer are held by the same person. This is consistent with the recommendations of the Autorité des Marchés Financiers in its 2013 report on corporate governance and executive compensation. The appointment of a Lead Director is one of ways in which the Company ensures an appropriate balance of powers in matters of governance. The Lead Director is appointed from among the

independent directors (in accordance with the Code of Corporate Governance) who have been members of the Board for at least one year, following an opinion from the Nominating and Governance Committee. The term of office of the Lead Director may not exceed his/her termas director. The Lead Director may be reelected based on a recommendation from the Nominating and Governance Committee. Accordingly, the Board of Directors has appointed Ms. Angeles Garcia-Poveda as Lead Director until the expiration of her term of office as director. Ms. Angeles Garcia-Poveda, an independent




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