LEGRAND / 2018 Registration document

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director, is a member of the Strategy and Social Responsibility Committee and Chairman of the Nominating and Governance Committee and Compensation Committee. After the separation of the roles of Chairman and Chief Executive Officer, the decision was nevertheless taken to maintain the position of Lead Director. R DUTIES OF THE LEAD DIRECTOR The Lead Director’s chief responsibility is to ensure the proper operation of the Company’s governance bodies. In this respect, she is is responsible for: W preventing and managing conflicts of interest: the Lead Director is responsible for preventing conflicts of interest by raising awareness about the existence of factors likely to lead to such situations. The Lead Director is informed by each director of any actual or potential conflict of interest and reports on these to the Board, as she does on any actual or potential conflict of interest which she may detect independently; W supervising the periodic assessment of the Board’s operations and its specialized committes; W chairing and moderating an annual meeting of non-executive directors without executive or internal directors being present, during which, in particular, the performance of senior executives is assessed and future management prospects given consideration; W reporting to the Chairman of the Board of Directors on the conclusions of the annual meeting of non-executive directors; and W if the Chairman of the Board of Directors is unavailable and at his request, fulfilling the duty to ensure dialogue with Legrand’s shareholders. W submit a proposal, as appropriate, to the Chairman of the Board of Directors to include additional items on the agenda of Board meetings; W ask the Chairman to convene a meeting of the Board of Directors or directly convene a meeting of the Board of Directors on a given agenda whose importance or urgency justifies holding an extraordinary meeting of the Board; W chair meetings of the Board of Directors in the event of the Chairman being unable to attend; and W if appropriate, attend meetings of committees of which she is not a member. The Lead Director ensures that Directors have the possibility of meeting and hearing senior management and Statutory Auditors, as provided for by the Board’s internal rules. R RESOURCES OF THE LEAD DIRECTOR In the exercise of her duties, the Lead Director may:

More generally, the Lead Director ensures that Directors receive the information needed to discharge their duties in the best possible conditions, as provided for in the Board’s internal rules. The Lead Director reports to the Board of Directors once a year. R LEAD DIRECTOR’S REPORT FOR 2018 In 2018, Ms. Angeles Garcia-Poveda convened and chaired an annual meeting of the Company’s non-executive directors, without the Company’s executive or internal directors and the Chief Executive Officer being present. During this meeting, the directors discussed various topics, including the assessment of the performance of the Chief Executive Officer, his compensation, and succession plans. During the annual assessment of the functioning of the Board and its specialized committes, the Lead Director asked the directors to give their opinion on how well the annual meeting of non-executive directors was organized (scheduling, duration, and so on) and their assessment of the quality and content of the discussions that took place at the meeting. The directors expressed their full satisfaction regarding the above points. In 2018, the Lead Director also chaired over the Board’s deliberations regarding the assessment of the Chief Executive Officer’s performance and decisions regarding company officers’ compensation; these discussions took place without the company officers being present. The Lead Director spoke at the Company’s Shareholders’ General Meeting of May 30, 2018 and made presentations on the components of Mr. Gilles Schnepp and Mr. Benoît Coquart’s compensation as well as on the Group’s governance. With regard to compensation, the Lead Director explained the underlying principles of the compensation policy, the components of compensation paid to Mr. Gilles Schnepp for the 2017 financial year, and those payable to him for his role as Chairman of the Board of Directors for 2018, and those payable to Mr. Benoît Coquart in relation to his role as Chief Executive Officer for 2018, subject to approval by the shareholders. With regard to governance, the composition of the Board of Directors and changes therein, with a focus on its activity and that of its committees, and the diversity and balance of its composition, were presented to shareholders. At the request of the Lead Director, the Board’s functioning and those of its specialized committes regarding 2017 were assessed externally by an independent consultancy at the start of 2018, through individual meetings with members of the Board of Directors. The results of this assessment are reported in the above section “Areas of improvement for the Board of Directors’ functioning further to the annual assessment of the Board of Directors”. In accordance with the Board of Directors’ internal rules, the Lead Director presented a report of her activities in 2018 to the Board of Directors at its meeting on March 20, 2019. The Board of Directors approved the Lead Director’s activity report, expressing its full satisfaction with the work she had done.




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