LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

Finally, the financial stakes involved are not material, either for Legrand or for the TCL group, since in 2017 they accounted less than 1/2 per thousand of both groups’ sales. The Nominating and Governance Committee consequently qualified the business relationship between Legrand and Mr. Dongsheng Li as “non-material,” both from a qualitative standpoint, given the nature of the business between Legrand and TCL, as presented above, and the absence of the parties’ respective powers, and from a quantitative standpoint, given the low financial stakes involved for both groups. The Board of Directors subsequently approved the Nominating and Governance Committee’s conclusion. After reviewing the individual position of each director with regard to the independence criteria discussed above, the Board of Directors, at its meeting on March 20, 2018 and on the recommendation of the Nominating and Governance Committee, renewed its assessment that Ms. Isabelle Boccon-Gibod, Ms. Christel Bories, Ms. Angeles Garcia-Poveda, Ms. Annalisa Loustau Elia, Ms. Éliane Rouyer-Chevalier, Mr. Thierry de La Tour d’Artaise (1) and Mr. Dongsheng Li could be classified as independent directors: Findings of the review conducted by the Nominating and Governance Committee and Board concerning other independence criteria

With regard to Mr. Dongsheng Li, business dealings between Legrand and the TCL group, of which Mr. Dongsheng Li is chief executive officer, consist of: W a trademark licensing agreement entered into in 2008 by two Chinese companies acquired by the Group and TCL; W a technology agreement between Chinese subsidiary Legrand (Shanghai) Management Co. Ltd, Legrand, and the subsidiary TCL Smart Home Technologies Co. LTD aimed at promoting communication and compatibility between their products and respective applications. This agreement is one of the collaborative arrangements set up by the Group to promote the development of interoperable connected solutions (Nest, La Poste, Samsung, and others). The Nominating and Governance Committee noted that business relations between the two groups were limited to certain of their entities and to China. In addition, the Committee noted that as regards the respective power of Legrand and Mr. Dongsheng Li: W the Group’s organizational structure meant that the Company did not get involved in business relationships formed by its various entities, which are managed locally; W as a director, Mr. Dongsheng Li had no decision-making power within the Group in connection with establishing or maintaining these business relations.

Non-independent Directors

Independent Directors

Éliane Rouyer- Chevalier

Thierry de La Tour d’Artaise (1)

Annalisa Loustau Elia

Angeles Garcia- Poveda

Gérard Lamarche

Dongsheng Li

Gilles Schnepp

Olivier Bazil

François Grappotte

Christel Bories

Criteria examined

No employee or corporate officer status during the past 5 years

X

   





  

No cross directorships

    





  

No material business relations

    





  

No close family ties with an executive No statutory auditor relations during the past 5 years No company director status held for more than 12 years No receipt of significant additional compensation excluding attendance fees

    





  

    





  

X

X

X

 





  

X

   





  

 : represents an independence criterion met. X : represents an independence criterion not met.

(1) Director who will lose his status as an independent director on April 6, 2018, the date of the twelfth anniversary of his appointment to the office. Under these circumstances, Mr. Thierry de La Tour d’Artaise announced that he wishes to resign from his term of office as a director of Legrand (and as a member of the Nominating and Governance Committee) at the end of the next General Meeting of Shareholders on May 30, 2018.

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REGISTRATION DOCUMENT 2017 - LEGRAND