LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

The appointment of Mr. Benoît Coquart places at the head of Legrand’s general management a next-generation executive, who is fully

R 6.1.4.3 POWERS OF THE CHIEF EXECUTIVE OFFICER Subject to internal limitations, not binding on third parties, that the Board of Directors may apply to its powers in its internal rules, the Chief Executive Officer is empowered to act under any circumstances on behalf of the Company. Those powers are to be exercised within the limits resulting from the Company’s corporate purpose and the powers expressly reserved by law to Shareholders’ General Meetings and to the Board of Directors. The internal rules of the Board of Directors list certain important decisions and transactions requiring prior approval from the Board of Directors. These decisions and transactions are presented in section 6.1.1.2 of the Company’s registration document. R 6.1.4.4 EXECUTIVE COMMITTEE The Executive Committee is made up of a close-knit eight-member team that has varied and complementary expertise. All members of the committee understand the core business of the Group and its issues. This Committee features representatives from country management teams and country operational support departments.

aware of the challenges of the Group and its industry, and who has demonstrated his leadership skills by holding key strategic and operating positions at Legrand for over 20 years. Multiple directorships Mr. Gilles Schnepp, Chairman of the Board of Directors, is also a member of the Board of Directors of another French listed company (1) . With regard to the non-executive officer, the Board can formulate specific recommendations concerning his/her status and particular duties. Moreover, as mentioned in section 6.1.1.1 above, the Chairman of the Board of Directors is required to inform the Chairman of the Nominating and Governance Committee of any intention to take on another directorship, and must ask the Board for its opinion before accepting any new directorship in a listed company, in line with the provisions of the Board’s internal rules. Mr. Benoît Coquart, Chief Executive Officer, does not hold any other directorship in another French listed company. The number of directorships held by Benoît Coquart is therefore in line with the Code of Corporate Governance, which recommends that executive officers should not hold more than two other directorships in listed companies outside their group, including foreign ones.

As of the filing date of this registration document, the Executive Committee, which includes two women, is made up of the following:

Name

Role

Date of joining the Group

Benoît Coquart

Chief Executive Officer

1997

Karine Alquier-Caro

Executive VP Purchasing

2001

Bénédicte Bahier

Executive VP Human Resources

2007

Antoine Burel

Deputy Chief Executive Officer, Executive VP Group Operations

1993

Jean-Luc Cartet

Executive VP Asia-Pacific, Middle East & Africa and South America

1992

Franck Lemery

Chief Financial Officer

1994

John Selldorff

Chairman and Chief Executive Officer of Legrand North & Central America

2002

Frédéric Xerri

Executive VP Europe

1993

(1) If PSA shareholders vote in favor of the resolutions put to them in the April 25, 2019 Shareholders’ General Meeting, Gilles Schnepp will hold a second directorship in a listed company other than the Company.

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LEGRAND

REGISTRATION DOCUMENT 2018