LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

Given all these factors, the Board considered its composition in 2018 to be satisfactory with regard to the diversity criteria examined and at the end of the replacement process for Mr. François Grappotte, Mr. Dongsheng Li and Mr. Thierry de La Tour d’Artaise. Nevertheless, it will continue to give careful consideration to any areas of improvement that could be useful for the development and dynamic growth of the business. On this basis and relating to the next expiration of the directorships of Mr. Olivier Bazil, Mr. François Grappotte, Mr. Dongsheng Li and Mr. Gilles Schnepp, the Board of Directors chose: W to support the renewal of the directorships for which the current director is standing for reappointment, for the reasons stated in the previous paragraph entitled “ Changes in the composition of the Board of Directo rs”; W to support the candidatures of Mr. Edward A. Gilhuly and Mr. Patrick Koller with regard to the aforementioned reasons. R 6.1.1.2 FUNCTIONING OF THE BOARD OF DIRECTORS The Company’s Board of Directors has adopted, pursuant to the Articles of Association, internal rules designed to establish, within the framework of current legal and regulatory provisions and the Articles of Association, details of the composition, organization and functioning of the Board of Directors and its Committees, as well as the rights and obligations of Directors. The Board of Directors’ internal rules, which include a Directors’ Charter, are regularly updated and can be viewed on the Company’s website: www.legrand.com . The main rules relating to the organization and functioning of the Company’s administration and management bodies determined by the internal rules and the Company’s Articles of Association are outlined hereunder. The Board of Directors carries out the missions that have been assigned to it by the law in order to act at all times in the corporate interest. The Board of Directors rules on how the Company is managed. The Board of Directors is authorized to allow the Chairman to issue special pledges on the issuing of bonds. The Board of Directors may decide to set up specialized committees to consider matters submitted to them by the Board of Directors or its Chairman. It sets the composition and powers of its Committees which shall carry out their duties under its responsibility and without prejudice to the powers of the Board itself; these can never be delegated to the Committees. The Board’s strategy and decisions are made within the context of the Company’s sustainable development policy. Missions and duties of the Board of Directors and of its Chairman

For 2017, the Board of Directors considered directors’ skills to be varied and complementary, with some directors having strategic skills suited to the general management of industrial groups, and others having financial competencies or more specific expertise, including investor communications, talent management, marketing and corporate social responsibility. Also, the participation on the Board of Directors of past and current representatives of Legrand’s management ensures the Board enjoys a good level of knowledge of the Group and its functioning. With regard to its composition, the Board of Directors has received a number of Corporate Governance Awards organized by the French financial magazine AGEFI: W on the occasion of the eleventh edition of the AGEFI Corporate Governance Awards, on September 24, 2014, Legrand was awarded the Silver Governance Award for Board of Directors Membership. This award reflected recognition of several characteristics of Legrand’s Board, including the percentage of female members, the percentage of different nationalities among members, the provision of detailed information about Board members, the duration of their term of office, and their independence. On the same occasion, Legrand was also awarded the 2014 Corporate Governance Grand Prix and the Golden Governance Trophy for Dynamic Governance; W on the occasion of the twelfth edition of the AGEFI Corporate Governance Awards, on September 16, 2015, Legrand once again won an award for Board membership. Furthermore, in 2017 Legrand was ranked among the 10 companies of the CAC 40 first quartile with the best governance practices as part of the new “CAC 40 Governance” index launched by Euronext in partnership with Vigeo Eiris based on indicators in four areas including one relating to the Board of Directors (efficiency, balance of power, integration of social responsibility factors). Following the non-renewal of the terms of Mr. François Grappotte and Mr. Dongsheng Li and the departure of Mr. Thierry de La Tour d’Artaise, and in response to the proposals formulated by the directors during financial year 2017 on the composition of the Boardof Directors aspart of the self-assessment of the functioning of the Board and its special Committees (see paragraph Areas of improvement for the operation of the Board of Directors further to the annual evaluation of the Board of Directors , page 176), there was a desire 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. Within this scope, as mentioned above, on the recommendation of the Nominating and Governance Committee the Board of Directors approved the candidatures of Mr. Edward A. Gilhuly and Mr. Patrick Koller, which will be subject to the vote of the Company’s Combined Annual and Extraordinary General Meeting of Shareholders on May 30, 2018.

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REGISTRATION DOCUMENT 2017 - LEGRAND