LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Meetings of the Audit Committee The Audit Committee meets as often as may be necessary. The Audit Committee must report regularly to the Board of Directors, and as a minimum at the time the annual and interim financial statements are approved, regarding (i) the fulfilment of its duties; (ii) the results of its duties in certifying the financial statements; and (iii) the manner in which its duties have contributed to the soundness of financial information and its role in the process. It immediately informs the Board of Directors of any difficulties encountered. The reports of the Audit Committee to the Board of Directors aim to keep the Board of Directors fully informed in order to facilitate its deliberations. Meetings of the Audit Committee are only valid if at least half of its members are present. Decisions are taken by simple majority, with its Chairman having a casting vote. The Audit Committee meets 48 hours before the review of the financial statements by the Board of Directors. That period of time may be reduced occasionally, with the agreement of the Chairman and of the members of the Audit Committee. Meetings of the Audit Committee may take place by conference call or videoconferencing. Nominating and Governance Committee The powers and operating arrangements of the Nominating and Governance Committee are outlined in the Board’s internal rules, the provisions of which are restated below. Duties of the Nominating and Governance Committee The Nominating and Governance Committee is responsible for: W considering and submitting proposals to the Board of Directors on the various options for organizing the Company’s management and control powers; W considering and submitting proposals to the Board of Directors for appointments to the positions of director, Lead Director, Chief Executive Officer, Chief Operating Officer, Chairman of the Board and members and chairs of the specialized committes; to that end, it must assess the levels of expertise and experience required, define assignments and assess the amount of time needed to carry them out; W submitting proposals to the Board of Directors regarding the nature of the specialized committes’ duties; W considering proposals submitted by interested parties, including management and shareholders; W preparing, under the supervision of the Lead Director, the procedures for periodic self-assessments by the Board of Directors and governance bodies, and any assessment of the Board of Directors by an external consultant; W preparing a succession plan for company officers so as to be able to recommend options to the Board of Directors, particularly in the event of an unforeseen vacancy; W examining each year, on a case-by-case basis, the position of each director in relation to the independence criteria;

W examining changes in the corporate governance rules, monitoring the implementation of those rules by the Company (including the implementation of the Code of Corporate Governance adopted by the Company), assisting the Board of Directors in adapting the Company’s corporate governance, and submitting proposals in this regard; W reviewing the information relating to corporate governance in the corporate governance report and any other document required by laws and regulations in force in this area and, more generally, ensuring that the proper information on corporate governance is given to shareholders. The Chief Executive Officer is involved in particular with the committee’s work on the selection of new directors and succession plan for company officers. Meetings of the Nominating and Governance Committee The Nominating and Governance Committee meets at least twice a year and, if necessary, prior to approval of the agenda of the Annual Shareholders’ General Meeting, to review the draft resolutions which are to be submitted to it and which fall within the committee’s remit. The Nominating and Governance Committee must report on its activities to the Board of Directors. Meetings of the Nominating and Governance Committee are only valid if at least half of its members are present. Decisions are taken by simple majority, with its Chairman having a casting vote. Meetings of the Nominating and Governance Committee may be held by conference call or videoconference. Compensation Committee The remit and operating arrangements of the Compensation Committee are outlined in the Board’s internal rules, the provisions of which are restated below. Duties of the Compensation Committee As regards the compensation of company officers, the Compensation Committee is required to: W assess all forms of compensation, including benefits in kind, insurance and pension entitlements received from any company in the Group and any affiliated company; W examine and submit proposals to the Board of Directors regarding all components of compensation and benefits of company officers in particular as regards the calculation of the variable portion of compensation. To this end, it defines the rules for calculating this variable portion, taking into account the need for consistency with annual assessments of the performance of company officers and the Group’s medium-term strategy; it also oversees proper application of these rules; W ensure that the Company fulfills its obligations regarding the transparency of compensation. In particular, it prepares an annual activity report which is submitted for the approval of the Board for inclusion in the Company’s annual report, and ensures that all legally required information concerning compensation is fully and clearly set out in the annual report; W review the information relating to compensation in the corporate governance report and any other document required by applicable

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LEGRAND

REGISTRATION DOCUMENT 2018