LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Work done by the Compensation Committee in 2018 The Compensation Committee met three times in 2018. Attendance for the year was 100%. The committee met to consider, in particular, the following matters. W compensation: W review of the overall compensation structure for company officers, W calculation of compensation for the Chairman of the Board of Directors with respect to 2017, W determination of the principles of compensation for company officers with respect to 2018; W long-term incentive plans/performance share plan: W approval of individual awards of performance shares to the Chief Executive Officer and the Group’s key managers, W determination of number of shares that the Chief Executive Officer is required to retain in registered form until the termination of his duties as concerns performance shares; W attendance fees: W determining the 2018 performance share plan,

W review of the new risk mapping procedure,

W update on IT security and cybercrime risks; W audit and relations with external auditors:

W internal audit: 2017 summary and review of the 2018 audit plan,

W quarterly update on internal audits and fraud (review of audit summaries and fraud report), W review of the assignments of the Statutory Auditors, including additional assignments,

W review of the budget for auditors’ fees,

W examination of Services other than the Certification of Financial Statements; W other:

W presentation of the registration document,

W monitoring regulatory developments: fiscal updates in the United States and the General Data Protection Regulation (GDPR) in France. Pursuant to the internal rules of the Company’s Board of Directors, the Audit Committee, as part of its duties, met the Chief Financial Officer, the heads of internal audit and risk control, and the person responsible for Corporate Social Responsibility (CSR) matters. The Audit Committee also met with Statutory Auditors with and without the presence of the Company’s general management, in line with the recommendations of the Code of Corporate Governance.

W amounts distributed in 2017,

W proposal to increase the maximum overall annual amount of attendance fees, W directors fees

Work done by the Nominating and Governance Committee in 2018

W proposal of an overall annual reimbursement budget.

Work done by the Strategy and Social Responsibility Committee in 2017 The Strategy and Social Responsibility Committee met four times in 2018. Attendance for the year was 95%. The committee met to consider, in particular, the following matters. W acquisitions:

The Nominating and Governance Committee met twice in 2018. Attendance for the year was 100%. The committee met to consider, in particular, the following matters. W membership of the Board of Directors and its committees:

W procedure for the review of the status of independent directors,

W annual review of the Board of Directors’ diversity policy,

W review of acquisitions made since 2004,

W a recommendation in favor of reappointing Mr. Gilles Schnepp and Mr. Olivier Bazil as directors, W a recommendation in favor of appointing Mr. Edward A. Gilhuly and Mr. Patrick Koller, W recommendation on the composition of the Compensation Committee; W Group succession plans: W annual review of existing succession plans, whether in the long term or in the case of unforeseen events, concerning the Chief Executive Officer and all key management positions within the Group; W other: W proposal of amendments to the internal rules of the Board of Directors, W report on the internal assessment of the operating procedures of the Board of Directors and its committees. W review of the corporate governance report,

W examination of proposed acquisitions,

W definition of strategic guidelines for future acquisitions; W budget:

W presentation of the 2018 draft budget,

W approval of the 2018 budget; W Corporate Social Responsibility:

W review of CSR indices in which the Company is included and competitive analysis, W review of Legrand’s CSR strategy and assessment of the 2014-2018 roadmap,

W presentation of the new 2019-2021 CSR roadmap,

W review of priority objectives for 2018.

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LEGRAND

REGISTRATION DOCUMENT 2018