LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

Diversity of membership of the Board of Directors Each year, the Board of Directors examines its composition and that of the specialized committees to ensure that the balance of members is correct, particularly in terms of diversity. It is constantly seeking to improve the gender balance, international dimension, skills diversity, international experience, expertise and independence of its members, so that it can assure shareholders and the market that it acts with the necessary independence and objectivity. Subject to approval by the Company’s Combined Annual and Extraordinary General Meeting of Shareholders on May 30, 2018 for the renewal of the directorships of Mr. Olivier Bazil and Mr. Gilles Schnepp, as Company directors, and on the appointment of Mr. Edward A. Gilhuly and Mr. Patrick Koller as well as on the fifteenth resolution concerning the appointment of the director to represent employees according to the conditions for appointment described in the Company’s modified Articles of Association, noted among the 10 members (including one director representing employees (1) ) comprising the Board of Directors, is the presence of: W five female members , a share of 56% (2) , which exceeds the requirements of the French Commercial Code (40% as of 2017); W seven independent members , that is to say a share of 78% (3) , beyond the 50% minimum level recommended by the Code of Corporate Governance; W five different nationalities , with one US director, one Spanish director, one Italian director, on Franco-German director, and six French directors. In terms of gender balance, the Board noted that its proportion of women increased from 25% on December 31, 2012 to 40% on May 24, 2013 and 50% on May 27, 2016, a rate that wasmaintained when Ms. Annalisa Loustau Elia was reappointed as a director by the Company’s Combined Annual and Extraordinary General Meeting of Shareholders on May 31, 2017, and which will grow to 56% should the shareholders vote in favor of the reappointment and appointment of directors submitted for approval to the Company’s Combined Annual and Extraordinary Meeting on May 30, 2018. The Board also looked favorably on the significant efforts made in recent years to become more international in terms of members and their experience.

in exceeding the threshold for the number of terms of office held as recommended by governance best practices. He informed the Board of Directors accordingly. Due to the loss of his status as an independent director on April 6, 2018, Mr. Thierry de La Tour d’Artaise, Company director since 2006, indicated 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. Under these circumstances, the Board of Directors (on the recommendation of the Nominating and Governance Committee) appointed an external recruitment firm to seek two new directors whose candidacy could be presented at the Company’s Combined Annual and Extraordinary General Meeting of Shareholders to be heldonMay30,2018.Thisappointmentwasalsomadebasedof the conclusions of the annual self-assessment of the operation of the Board and its special Committees conducted in 2017 for financial year 2016. Through this assessment the directors expressed their wish to enrich the Board’s composition by selecting the profile of an executive from a listed company operating within the industrial sector, as well as of an executive with US nationality, given the significant exposure the Group has in the US, particularly through its recent acquisitions. During this search, various profiles and candidates were examined and received by the members of the Nominating and Governance Committee, which kept the Board of Directors informed of the progress of its work, particularly during the meeting of February 7, 2018. At the end of this process, and after having ensured that the profiles of selected candidates corresponded to the profiles sought and that the candidates had the time available that would be required for their duties, on the recommendation of the Nominating and Governance Committee the Board of Directors approved the candidature of Mr. Edward A. Gilhuly and Mr. Patrick Koller during the meeting held March 20, 2018. After having examined the individual situation of each director with regard to the aforementioned independence criteria, the Nominating and Governance Committee qualified Mr. Edward A. Gilhuly and Mr. Patrick Koller as independent; in addition, neither of these persons maintains a business relationship with Legrand.

(1) The appointment of the director representing the employees on the Legrand SA Board of Directors, will be effective at the end of the Central Works Council appointment process planned for April 2018 and on 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. (2) The director representing the employees who will join the Company’s Board of Directors subject to shareholder approval of the fifteenth resolution is not taken into account (i) in the calculation of the minimum ratio of directors of the same gender, in compliance with legal provisions, and (ii) in the calculation of the independence rate of the Board of Directors, in compliance with the recommendations of the Code of Corporate Governance. (3) It is noted that Mr. Thierry de La Tour d’Artaise, 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.

168

REGISTRATION DOCUMENT 2017 - LEGRAND