LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

6.1 – ADMINISTRATION AND MANAGEMENT OF THE COMPANY

The Company refers to the principles of corporate governance for listed companies set out in the Afep-Medef Code of Corporate Governance, as revised in November 2016 (the “ Code of Corporate Governance ”). This Code of Corporate Governance can be viewed on the Medef website: www.medef.com .

6.1.1 –Board of Directors

R 6.1.1.1 COMPOSITION OF THE BOARD OF DIRECTORS

Board of Directors over the age of 70 exceeds one-third of their total number, the oldest member will be deemed to have resigned at the end of the Ordinary General Meeting of the shareholders called to consider the accounts for the previous financial year and held during the year in which the age limit is reached; W office of Chairman of the Board of Directors : the Chairman is appointed by the Board of Directors from among its members. He or she must be a physical person aged under 65 at the time of appointment. When the Chairman has reached this age limit, he/she is considered as having resigned at the end of the Ordinary General Meeting of Shareholders that approved the financial statements for the past financial year (held in the year this age limit is reached). The Chairman may be reelected. His/ her compensation is determined by the Board of Directors; W office of Vice-Chairman of the Board of Directors : the Board of Directors may appoint a Vice-Chairman if necessary. His/ her role is to take the place of the Chairman if the latter is prevented from fulfilling his or her duties. The Vice-Chairman is subject to the same age limit as the Chairman; W Lead Director : the Board of Directors may appoint a Lead Director. In accordance with the Code of Corporate Governance, the Lead Director must be appointed from among the independent directors. This is a requirement if the roles of Chairman and Chief Executive Officer are performed by the same individual. If necessary, the Lead Director may directly convene a meeting of the Board of Directors on a given agenda whose importance or urgency justify holding an extraordinary meeting of the Board. Please see section 6.1.2 “Lead Director” for details of the Lead Director’s tasks and resources; W coopting : when the legal conditions are met, the Board of Directors may appoint provisional members of the Board for the remaining term of office of their predecessor. Pursuant to the law, provisional appointments are subject to ratification at the Ordinary General Meeting of Shareholders thereafter.

Principles The current Articles of Association of the Company and the internal rules of the Board of Directors define the following principles: W number of Directors : the Board of Directors has at least three members and no more than the maximum number of members authorized by the applicable legal and regulatory provisions (subject to the exception provided by law in the event of a merger); W term of office of Directors : directors have a four-year term of office. This expires at the end of the Ordinary General Meeting of Shareholders convened to consider financial statements for the previous financial year and held in the year in which their term of office expires. They may be reappointed for consecutive terms without limit; W ownership of Legrand shares : subject to legal exceptions, each director must own at least five hundred shares, registered in his/her name, for the entire duration of his/her mandate. In the course of his/her term of office, the rules of procedure of the Board of Directors recommends that each director gradually acquire a number of shares equivalent to one full year of his/ her share of directors’ fees. For calculation purposes, the assumption will be participation, over one financial year, at all meetings of the Board and of the special committee(s) to which the relevant director belongs, the Legrand share price unit value being the average Legrand share price over the previous financial year; W age limit for Directors : no one over the age of 70 may be appointed to the Board of Directors if such appointment means that more than a third of Board members will be over this age. If, during their term of office, the number of members of the

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REGISTRATION DOCUMENT 2017 - LEGRAND