LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

The proportion of independent directors on the Company’s Board of Directors thus stands at 70% (1) , higher than the minimum ratio of 50% recommended by the Code of Corporate Governance for non-controlled companies. With respect to the specialized committees: W the Audit Committee has three members, all of whom are independent, therefore the percentage of independent directors is 100%. This is consistent with the Code of Corporate Governance, which recommends that at least two-thirds of the Committee’s members should be independent directors; W the Nominating and Governance Committee has three members, two of whom are independent (1) , therefore two-thirds of its members are independent directors. This is in line with the Code of Corporate Governance, which recommends that the majority of the Committee’s members should be independent directors;

W the Compensation Committee has three members, all of whom are independent, therefore the percentage of independent directors is 100%. This is in line with the Code of Corporate Governance, which recommends that the majority of the Committee’s members should be independent directors; W the Strategy and Social Responsibility Committee has five members, three of whom are independent, therefore the percentage of independent directors is 60%. As regards the lead director, his or her appointment complies with the Code of Corporate Governance, which recommends that the lead director be independent (see also section 6.1.2).

Changes in the composition of the Board of Directors

Changes in the composition of the Board of Directors in 2017 In the course of the 2017 financial year, changes in membership of the Board of Directors were the following:

Date

End of term of office

Appointment

Reappointment

5/31/2017

Nil

Nil

Annalisa Loustau Elia

Board of CAC 40 companies other than Legrand. They thus bring their experience to the Board and to the special committees, as well as their knowledge of the Group and of its business. Mr. Olivier Bazil is also a member of the Strategy and Social Responsibility Committee and of the Nominating and Governance Committee. Mr. Gilles Schnepp was Chairman and Chief Executive Officer of Legrand from 2006 to February 7, 2018 and is a member of the Strategy and Social Responsibility Committee. It is noted that the Board of Directors on February 7, 2018, as part of the separation of the duties of the Chairman of the Board of Directors and of the Chief Executive Officer as of February 8, 2018, decided to renew Mr. Gilles Schnepp in his duties as Chairman of the Board of Directors as of this date. As a result of the foregoing, the Board of Directors has proposed that the General Meeting of Shareholders convened for May 30, 2018 reappoint these two directors for a four-year term (see presentation of the agenda and draft resolutions in Appendix 4 of the Company’s Registration Document). Mr. François Grappotte, Company director since 2002, did not wish to stand as a candidate for the position he currently holds and informed the Board of Directors accordingly. Mr. Dongsheng Li, Company director since 2012, indicated that he did not wish to renew his term of office due to directorships held in other companies listed in China, as holding these posts results

Ms. Annalisa Loustau Elia has been a director of the Company since 2013 and is also a member of the Compensation Committee. By virtue of her experience inmarketing and product development in the luxury goods, retail sales and mass distribution markets, Ms. Annalisa Loustau Elia provides the Company with a perspective that complements the considerations specific to its field of business and enables it to benefit from her expertise on aspects of strategic leverage. Her Italian nationality further contributes a valuable perspective in view of the Group’s importance in Italy. Consequently, the Board of Directors asked the General Meeting of Shareholders called for May 31, 2017 to reappoint this director for a four-year term. The shareholders voted in favor of this reappointment. Directorships due for renewal in 2018 The directorships of Mr. Olivier Bazil, Mr. François Grappotte, Mr. Dongsheng Li and Mr. Gilles Schnepp end in 2018. Mr. Olivier Bazil and Mr. Gilles Schnepp wished to present themselves as candidates for the positions they currently hold. Mr. Olivier Bazil and Mr. Gilles Schnepp have been Company directors since 2002 and each one has at least 25 years of professional experience within the Group. In addition, they have both held offices as directors or as members of the Supervisory

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(1) It is noted that Mr. Thierry de La Tour d’Artaise, member of the Nominating and Governance Committee and independent director at the date of publication of this Registration Document, will lose his status as an independent director on April 6, 2018, the date of the twelfth anniversary of his appointment to the office.

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REGISTRATION DOCUMENT 2017 - LEGRAND