LEGRAND / 2018 Registration document

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

As the date of the Company’s registration document, changes in membership of the various committees were as follows:

End of term of office

Appointment

Reappointment

Philippe Jeulin (March 20, 2019) Patrick Koller (May 30, 2018) Patrick Koller (March 20, 2019)

Audit Committee

N/A

N/A

Thierry de la Tour d’Artaise (May 30, 2018)

Olivier Bazil (May 30, 2018)

Nominating and Governance Committee

Compensation Committee

N/A

N/A

Olivier Bazil (May 30, 2018) Gilles Schnepp (May 30, 2018)

Edward A. Gilhuly (May 30, 2018)

Strategy and Social Responsibility Committee N/A

Audit Committee The Audit Committee is made up of four members appointed by the Board of Directors, three of whom are independent: Ms. Christel Bories, Ms. Éliane Rouyer-Chevalier, Ms. Isabelle Boccon-Gibod and Mr. Philippe Jeulin, the Director representing employees. Their biographies and information about their education and professional development can be found on pages 372, 378, 371 and 375 of the Company’s registration document. The Audit Committee is chaired by Ms. Éliane Rouyer-Chevalier, who has financial and accounting qualifications and makes an additional contribution through her understanding of broad financial balances and risk assessment. Ms. Isabelle Boccon-Gibod has expertise in finance and accounting as well as prior experience as a member of the audit committee of a listed company. Ms. Christel Bories has experience of senior management in industrial groups, which is useful to the Audit Committee. Finally, given the profile, interest in cybersecurity issues and experience of Mr. Philippe Jeulin, the Director representing employees, and has worked in the Company’s Information Systems Department, the Board of Directors, based on the recommendation of the Nominating and Governance Committee, decided to appoint him to the Audit Committee in its March 20, 2019 meeting. As indicated in the section “Directorships due for renewal in 2019” of this registration document, Ms. Eliane Rouyer-Chevalier has expressed her intention to seek reappointment as a director. The Nominating and Governance Committee supported the reappointment of Ms. Eliane Rouyer-Chevalier as a director for the reasons detailed above. With all Audit Committee members being independent (1) , composition of the Audit Committee is compliant with the Code of Corporate Governance which recommends that two-thirds of members be independent directors. Nominating and Governance Committee The Nominating and Governance Committee has three members appointed by the Board of Directors, including two independent directors: Ms. Angeles Garcia-Poveda (independent director), Mr. Olivier Bazil and Mr. Patrick Koller (independent director), who was appointed by the Board on May 30, 2018 after the departure of Mr. Thierry de La Tour d’Artaise. Their biographies and information

about their education and professional development can be found on pages 373, 370 and 376 of the Company’s registration document. The Nominating and Governance Committee is chaired by Ms. Angeles Garcia-Poveda, who has expertise both in executive recruitment and corporate governance. Mr. Olivier Bazil has extensive knowledge of the Legrand Group, in which he has spent his entire career. As such, Mr. Bazil knows the Group’s business, industry and issues, which is particularly useful to the Committee’s work. Mr. Patrick Koller brings to the committee his experience as a member of the general management and Board of Directors of a major listed industrial group. With two of the three members being independent directors, the composition of the Nominating and Governance Committee is compliant with the Code of Corporate Governance, which recommends that the majority of the committee’s members be independent directors. Compensation Committee The Compensation Committee has four members appointed by the Board of Directors, all of whom are independent: Ms. Angeles Garcia- Poveda, Ms. Annalisa Loustau Elia, Ms. Éliane Rouyer-Chevalier and Mr. Patrick Koller. Their biographies and information about their education and professional development can be found on pages 373, 377, 378 and 376 of the Company’s registration document. The Compensation Committee is chaired by Ms. Angeles Garcia-Poveda who, due to her HR experience and current position as manager at Spencer Stuart, brings to the committee her extensive knowledge of corporate remuneration structures and methodology. Ms. Éliane Rouyer-Chevalier has expertise in Corporate Social Responsibility, a major criterion in the compensation of the Group’s executives. The Compensation Committee benefits fromher experience and sensitivity in the field of corporate governance. Ms. Annalisa Loustau Elia has the skills and abilities to assess the extra-financial and longer- term aspects of the Group’s performance (initiatives for growth, marketing, and so on). Finally, the Compensation Committee benefits from Mr. Patrick Koller’s experience as a member of the general management and Board of Directors of a listed industrial group and his knowledge of compensation practices in listed companies. As indicated in the section “Directorships due for renewal in 2019” of this registration document, Ms. Eliane Rouyer-Chevalier has

(1) Mr. Philipppe Jeulin, the Director representing employees, is not taken into account, in accordance with the Code of Corporate Governance recommendations, in the calculation of the independence rate of the Board of Directors and its committees.

198

LEGRAND

REGISTRATION DOCUMENT 2018

Made with FlippingBook Annual report