LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

employees on the Company’s Board of Directors, choosing to have the Central Works Council make the appointment. The appointment of the director representing the employees on the Company’s Board of Directors is on the agenda for the Central Works Council meeting to be held on April 19, 2018. The director representing the employees, who will be appointed by the Central Works Council, will begin his or her term of office at the expiration of the term of office of the director representing employees on the Board of Directors of Legrand France, a subsidiary of Legrand SA, which will occur at the end of June 2018. This will be subject to shareholders approving the fifteenth resolution relating to the modification of article 9 of the Company’s Articles of Association to set the appointment procedures for the director(s) representing the employees. As the number of directors is less than 12 (noting that directors representing employee shareholders and directors representing employees are not included in the calculation) on the day of the appointment of the directors representing employees, only one director representing employees will be appointed pursuant to the current legal provisions. The director appointed to represent the employees will have the same status, rights, and responsibilities as the other directors. As such, he or she will be subject to all the provisions of the internal rules governing directors’ rights and obligations. integrated into the internal rules. This Directors’ Charter sets forth the rights and obligations of the directors and is binding upon each director. Pursuant to the provisions of the Directors’ Charter, directors undertake (i) to apprise the Lead Director and the Board of any actual or potential conflict of interest, to abstain from related discussions and votes and (ii) to avoid any personal engagement with businesses that are competitors of the Company and its Group without having informed the Board of Directors and obtained its consent. In addition, the Board of Directors’ internal rules lay down the requirements for preventing and managing conflicts of interest. Specifically, they state that the Company’s Lead Director is responsible for preventing conflicts of interest from arising by conducting awareness-raising initiatives on the existence of facts likely to lead to such conflicts. Accordingly, the Lead Director is informed by each director of any actual or potential conflict of interest, and reports on these to the Board, as he/she does on any 2019 Shareholders’ General Meeting 2020 Shareholders’ General Meeting 2021 Shareholders’ General Meeting 4 1 4 (1) 1

Since the Company has fewer than 50 employees and does not have a Works Council, it did not fulfill all the criteria of article L. 225-27-1 of the French Commercial Code as drafted prior to LawNo. 2015-994 of August 17, 2015. Consequently, there is no director representing employees serving on the Company’s Board of Directors as at the day of publication of this Registration Document. However, in accordance with article L. 225-27-1 of the French Commercial Code as drafted prior to Law No. 2015-994 of August 17, 2015, a director was appointed to represent employees on the Board of Directors of Legrand France, a subsidiary of the Company, by the Central Works Council at its meeting on October 16, 2014, as this subsidiary fulfills the criteria set forth in that article. The Company (Legrand SA) will come within the scope of application of article L. 225-27-1 of the French Commercial Code in its current form, which requires one or more directors to represent employees on the Board of Directors, as from the expiration of the term of office of the director representing employees on the Legrand France Board of Directors in June 2018. Therefore, pursuant to article L. 225-27-1 of the French Commercial Code as amended by Law No. 2015-994 of August 17, 2015 on social dialogue and employment, the Central Works Council at its meeting on February 1, 2018 decided on the appointment procedures for the director(s) representing the Absence of convictions or conflicts of interest On the date this Registration Document was filed and as far as the Company is aware, none of the Company directors: W have family links with other Company directors; W have been convicted of fraud within the last five years; W have been associated with any bankruptcy, receivership or liquidation within the last five years; W have been convicted of any offense and/or received an official public penalty issued by the statutory or regulatory authorities (including professional bodies); W have beenprohibitedby a court fromsitting onanadministrative, management or supervisory body of an issuer or from taking part in the management or conducting of the affairs of an issuer over the last five years. In keeping with its corporate governance responsibilities, the Board of Directors adopted a Directors’ Charter, which has been Number of directorships due for renewal

Since 2011, directors’ terms of office have gradually been staggered, as reflected in the following table:

2018 Shareholders’ General Meeting

(1) Mr. Thierry de La Tour d’Artaise, who’s term of office expires at the end of the 2020 General Meeting of Shareholders, has indicated that he wishes to resign from his term of office as a Director of Legrand (and as a member of the Nominating and Gouvernance Committee) at the end of the next General Meeting of Shareholders on May 30, 2018, due to the loss of his status as an independant Director on April 6, 2018.

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REGISTRATION DOCUMENT 2017 - LEGRAND