LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

law and regulations in the matter and, more generally, ensure that the proper information on compensation is given to shareholders; As regards directors’ compensation, the Compensation Committee: W issues a recommendation on the overall amount and conditions of attendance fees in accordance with the provisions of the Board’s internal rules; W makes recommendations concerning any compensation awarded to directors entrusted with special assignments. As regards stock-option plans and all other share-based compensation or compensation indexed or otherwise linked to shares, the Compensation Committee is tasked with: W examining the general policy governing eligibility for such plans and submitting any proposals it may have in this area to the Board of Directors; W reviewing the information on this subject provided in the annual report and to the Shareholders’ General Meeting; W submitting proposals to the Board of Directors regarding the choice to be made from among the options permitted by law and explaining the reasons for that choice, together with its consequences; W preparing the Board’s decisions on such plans. In addition, the Committee must be informed of the compensation policy for key executives who are not company officers. In this respect, the committee’s work shall involve the Chief Executive Officer. Meetings of the Compensation Committee The Compensation Committee meets at least twice a year and, if necessary, prior to the approval of the agenda of the annual Shareholders’ General Meeting, to review the draft resolutions that are to be submitted to it and that fall within the committee’s remit. The Compensation Committee must report on its activities to the Board of Directors. Meetings of the Compensation 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 Compensation Committee may take place by conference call or videoconference. Strategy and Social Responsibility Committee The powers and operation of the Strategy and Social Responsibility Committee are outlined in the Board’s internal rules, the provisions of which are restated below. Duties of the Strategy and Social Responsibility Committee The duties of the Strategy and Social Responsibility Committee are to assist the Board of Directors in its decisions regarding the strategic direction of the Company’s business, and in particular to: W examine all significant projects concerning the Group’s development and strategic positioning, in particular projects for strategic partnerships and significant investments or divestments;

W examine draft annual budgets submitted to the Board of Directors. For this purpose, the Strategy and Social Responsibility Committee may hear from Company managers on the assumptions used to draw up or amend these budgets; W assess consistency between Group strategy and the CSR principles espoused by the Group and ensure that management conducts an analysis of internal or external factors related to CSR issues (risks and opportunities) that have an influence on the Group, such as regulations, third-party expectations and sector comparisons; W evaluate the adequacy of the resources available to the Group for the successful implementation of its CSR strategy, in view of the objectives pursued; W consider of the main findings and observations of the independent third-party organization, assess them and examine the related management action plans. The Strategy and Social Responsibility Committee meets as often as may be necessary and in any event at least twice a year. The Strategy and Social Responsibility Committee must report on its activities to the Board of Directors. Meetings of the Strategy and Social Responsibility 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 Strategy and Social Responsibility Committee may be held by conference call or videoconference. Services provided by external consultants The committees of the Board may request external technical studies relating to matters within their competence, at the Company’s expense, after informing the Chairman of the Board of Directors or the Board of Directors itself, and subject to reporting back to the Board thereon. In the event of committees having recourse to services provided by external consultants, the committees must ensure that the consultant concerned is objective. Meetings of the Strategy and Social Responsibility Committee

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LEGRAND

REGISTRATION DOCUMENT 2018