LEGRAND / 2018 Registration document

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

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

CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

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 of its members being independent Directors, the composition of the Compensation Committee is compliant with the Code of Corporate Governance, which recommends that the majority of the committee’s members be independent directors. Strategy and Social Responsibility Committee The Strategy and Social Responsibility Committee has six members appointed by the Board of Directors: Ms. Christel Bories, Ms. Angeles Garcia-Poveda, Ms. Isabelle Boccon-Gibod and Mr. Edward A. Gilhuly (independent directors), Mr. Olivier Bazil, and Mr. Gilles Schnepp. Their biographies and information about their education and professional development can be found on pages 372, 373, 371, 374, 370 and 369 of the Company’s registration document. The Strategy and Social Responsibility Committee is chaired by Ms. Christel Bories, whose senior management experience within industrial groups and as a strategy consultant is invaluable to the committee. Ms. Angeles Garcia-Poveda brings to the Strategy and Social Responsibility Committee a wealth of prior experience gained from her time with the Boston Consulting Group and now as an executive at Spencer Stuart. Ms. Isabelle Boccon-Gibod brings a fresh viewpoint to the Group’s strategic initiatives and helps enhance them through her participation in the Strategy and Social Responsibility Committee, which she joined at a time of accelerated development for the Group and of growing importance of CSR topics, following approval of her appointment to the committee by the Board of Directors meeting on July 28, 2017. Mr. Edward A. Gilhuly brings to the committee his skills in finance and acquisitions strategy and his knowledge of business in the United States, which is useful because of the Group’s growing exposure to that country. Finally, Mr. Olivier Bazil and Mr. Gilles Schnepp offer the committee the benefit of their in-depth knowledge of the Group and its businesses. R 6.1.3.2 FUNCTIONING OF THE BOARD OF DIRECTORS’ SPECIALIZED COMMITTES Each committee is responsible for setting its own annual meeting schedule, taking into account the dates of Board meetings and Shareholders’ General Meetings. Each committee meets as often as required to consider issues falling within its remit; meetings are convened by the Chairman of the Committee or by half of its members. The Chairman of the Board of Directors may call a committee meeting if he/she considers that a committee has not met as often as required by the rules specific to each committee, as detailed below. The Chairman may also convene a committee meeting if he/she deems it necessary for the committee to give an opinion or a recommendation to the Board on a specific topic. The Chairman of each committee establishes the committee meeting agenda and gives notice of committee meetings to committee members within a period of time sufficient to allow each committee member to prepare for the meeting. The notice must contain the committee meeting agenda and all information and documentation useful to the examination of agenda items.

Committee meetings may be held at the Company’s registered office or at any other location. Committees are provided with secretarial assistance by the persons appointed by or in agreement with the committee Chairman. In performing its duties, each committee may contact the Company’s principal executives after having informed the Chairman of the Board of Directors of its intention to do so and subject to briefing the Board of Directors on the exchange with such principal executives. The committees make sure that the quality of reports to the Board of Directors enables the latter to be fully informed, thereby facilitating its deliberations. Audit Committee The powers and operation of the Audit Committee are outlined in the Board’s internal rules, the provisions of which are restated below. The duties and operating rules of the Company’s Audit Committee were determined on the basis of the conclusions of the AMF working party on audit committees in July 2010. Duties of the Audit Committee The Audit Committee assists the Board of Directors in the conduct of its duties as regards the adoption of annual statutory and consolidated financial statements and the preparation of information for shareholders and the market. It monitors the efficiency of internal controls and risk management. It is also charged with monitoring issues relating to the establishment and control of accounting, financial and extra-financial information, as well as legally required verification of accounts. The Audit Committee must hold regular meetings with the Statutory Auditors, including meetings without the presence of executives. Should the Audit Committee call upon outside experts, it must ensure that they have the requisite skills and independence. W As regards internal control procedures and risk management , the Board of Directors entrusts the Audit Committee with the following tasks: W to ensure that internal control and risk management systems, as well as internal audit systems, exist and to monitor their effectiveness, in relation to the procedures for preparing and processing accounting , financial and extra-financial information without this affecting the committee’s independence; W to be aware of information on procedures relating to the preparation and processing of accounting and financial information in the reports presented to the Shareholders’ General Meeting; W to assess the effectiveness and quality of the Group’s internal control procedures, in order to ensure that these contribute to the production of annual statutory and consolidated financial statements that provide a true and fair presentation of the Company and its Group, and comply with applicable accounting standards; W to give its opinion on the organization of the internal audit and risk control departments; W to monitor the implementation and effectiveness of risk management procedures;

6

199

LEGRAND

REGISTRATION DOCUMENT 2018