LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

6.2 – COMPENSATION AND BENEFITS OF COMPANY OFFICERS

6.2.1 – Principles and criteria for the determination, breakdown and award of fixed, variable and exceptional elements of total compensation and any benefits due to company officers in respect of their office in respect of the 2019 financial year

The principles and criteria for the determination, breakdown and award of fixed, variable and exceptional components of overall compensation and any benefits attributable to company officers in respect of their office, which constitute the compensation policy applicable to them, are established by the Board of Directors based on the recommendation of the Compensation Committee. These principles and criteria are part of the corporate governance report required under article L. 225-37-2 of the French Commercial Code. This report can be found in Appendix 2 of this registration document. R 6.2.1.1 UNDERLYING PRINCIPLES OF THE COMPENSATION POLICY The compensation policy for company officers is determined by the Board of Directors upon the recommendation of the Compensation Committee taking into account the principles mentioned in the Code of Corporate Governance: comprehensiveness, balance between compensation components, comparability, consistency, understandability of the rules and proportionality. The Board of Directors ensures that the compensation policy is in line with market practice for comparable companies, is tailored to the Company’s strategy and situation and is designed to boost the Company’s performance and competitiveness in the medium and long term.

The underlying principles for the compensation of company officers in 2019 remain essentially unchanged compared with 2018. Long- term profitable growth and value creation, taking into account all stakeholders, within a broad definition of the business, are central to the Company’s compensation policy and practices: W total compensation should be balanced and consistent with the Company’s strategy; W the compensation structure (and variable compensation based on financial and extra-financial performance in particular) should be aligned with shareholders’ interests and contribute to the Company’s profitable and sustainable growth; W performance criteria should be stringent and correspond to the key drivers of the Company’s profitable and sustainable growth, and more generally be aligned with the Company’s short and long-term objectives; W a significant proportion of variable compensation is based on the Company’s performance relating to Corporate Social Responsibility; W lastly, the compensation policy, which is simple and transparent, must ensure a certain level of attractiveness for company officers while continuing to be fair and acceptable to stakeholders. When the offices of Chairman and Chief Executive Officer were separated, the Board of Directors undertook to define the compensation structures and levels applicable to the Chairman of the Board of Directors and to the Chief Executive Officer in accordance with the principles mentioned above as well as market practices and the compensation observed for similar functions in CAC 40 companies.

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LEGRAND

REGISTRATION DOCUMENT 2018