LEGRAND / 2018 Registration document

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

6.1.3 – Board of Directors’ specialized committes

In order to facilitate the work of the Board of Directors and the preparation of deliberations, there are specialized committes that examine topics within their respective areas of competence and submit opinions, proposals and recommendations to the Board of Directors. There are four permanent specialized committes: W the Audit Committee;

W the Nominating and Governance Committee; W the Compensation Committee; and W the Strategy and Social Responsibility Committee.

In addition to the permanent committees, the Board of Directors may at any time set up one or several ad hoc committees, which may or may not be temporary, and determine their membership and operation as it sees fit.

R 6.1.3.1 COMPOSITION OF THE BOARD OF DIRECTORS’ SPECIALIZED COMMITTES Principles

Nominating and Governance Committee. The Chairman of the Nominating and Governance Committee is chosen by the committee from among its independent members. The Compensation Committee may have a maximum of five members. Executive officers cannot bemembers of the Compensation Committee. The Chairman of the Compensation Committee is chosen by the committee members from its independent members, on the recommendation of the Nominating and Governance Committee. With respect to the Strategy and Social Responsibility Committee , it has a maximum of six members. The Chairman of the Strategy and Social Responsibility Committee is chosen by the members of said committee from its membership, on the recommendation of the Nominating and Governance Committee. Current composition of the specialized committes It should be noted with regard to the composition of the specialized committes that since 2016 all four specialized committes are chaired by women.

The Board of Directors appoints members to the recommendation of the Nominating and Governance Committee, for a term set by the Board of Directors and which may not exceed their term of office as directors. The Board of Directors may remove committee members after consultation with the Nominating and Governance Committee. The Audit Committee may have a maximum of five members. Members of the Audit Committee may not be executive company officers. Members of the Audit Committee should be competent in finance or accounting. The Chairman of the Audit Committee is chosen by the members of the Audit Committee at the proposal of the Nominating and Governance Committee, from among the Audit Committee’s independent members. The appointment of the Audit Committee’s Chairman must be specifically examined by the Board of Directors. The same procedure shall apply for the extension of the Chairman’s term of office. The Nominating and Governance Committee may have a maximum of five members. Executive officers cannot be members of the

6

Board of Directors’ specialized committes

Nominating and Governance Committee Compensation Committee

Strategy and Social Responsibility Committee

Audit Committee

· · · · ·

Gilles Schnepp

·

Olivier Bazil

· ·

Isabelle Boccon-Gibod

Christel Bories

P

Angeles Garcia-Poveda

P

P

Edward A. Gilhuly

·

Philippe Jeulin

·

· · ·

Patrick Koller

Annalisa Loustau Elia

Éliane Rouyer-Chevalier

P

· :

Committee member. Chair of a committee.

P :

197

LEGRAND

REGISTRATION DOCUMENT 2018