LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

France or abroad. The internal rules of the Company’s Board of Directors state that meeting notices, which can be sent by the secretary of the Board of Directors, can be issued by letter, telex, telegram, fax, e-mail or verbally. Where the notices of meeting so stipulate, Board meetings may be held by videoconference or teleconference, provided that these transmit at least the voices of participants and meet the technical requirements for the continuous and simultaneous relay of deliberations. Directors participating in Board meetings using such means are deemed present for the purposes of quorum and majority requirements. If one or more Directors notify the Chairman of the Board that they cannot attend a Board meeting, the Chairman must attempt to organize a Board meeting using the means described in the preceding paragraphs. Board meetings held by videoconference or by other electronic means cannot adopt certain decisions set forth by law. The Chairman shall strive to issue meeting notices five days prior to the actual meeting. He/she shall also strive to take account of the agenda constraints of the Board members so as to ensure the presence of as many members as possible at each meeting. Deliberations take place subject to the conditions of quorum and majority provided for by law. In the event of a tie, the Chairman has a casting vote. The Board may appoint a secretary who can be chosen from outside the shareholders and members. Attendance register An attendance register is maintained at the Company’s registered office and contains the names of the Board members who were physically or otherwise present (e.g., by telecommunication), represented, excused or absent at each meeting. Proxies granted by mail, fax, telex, telegram or electronic mail are annexed to the attendance register. Minutes Deliberations of the Board are evidenced by minutes established, signed and maintained in accordance with regulatory requirements. The minutes of each Board meeting must include: W the name of each director present (either physically or by means of telecommunication or teletransmission), represented, excused or absent; W the occurrence of any technical incident that disrupted proceedings during a videoconference or teleconference; W the name of other persons attending all or part of the Board meeting;

He sets the schedule and agenda for the Board of Director meetings and convenes the Board. He coordinates the work of the Board of Directors with that of the specialized Committees. In relations with the other Company bodies and with respect to external relations, the Chairman of the Board of Directors is the only person with the power to act in the name of the Board of Directors and to speak on its behalf, except in exceptional circumstances, and excluding a particular mission or specific mandate entrusted by the Board of Directors to another director. He may interview the Statutory Auditors in order to prepare the work of the Board of Directors and the Committees. The Chairman coordinates with the Chief Executive Officer, who alone ensures the general and executive management of the Company. He ensures that the quality of relations with shareholders is maintained in coordination with the actions undertaken in the area by the Chief Executive Officer. The Chairman receives from the Chief Executive Officer all the information required by law regarding the internal control report. He can ask the Chief Executive Officer or any manager, and in particular the manager responsible of the risk management, for specific information to enlighten the Board of Directors and its Committees in accomplishing their mission. Meetings of the Board of Directors The Company’s Board of Directors may meet as often as required in the interest of the Company, and in any event, must meet at least five times per year. Members of the Board of Directors are called to Board meetings by the Chairman, or, in the event of unavailability of the Chairman by the Vice-Chairman, if any. The Lead Director, if necessary, may also (i) ask the Chairman to call a meeting of the Board of Directors or, (ii) directly convene a meeting of the Board of Directors on a given agenda whose importance or urgency justify holding an extraordinary meeting of the Board. The Chief Executive Officer may also ask the Chairman to call a Board meeting on a specific matter. Whenever the Board has not met for more than two months, at least one-third of the members of the Board of Directors may ask the Chairman to call a meeting of the Board to consider a particular agenda. The Chairman is bound by the requests made to him/her under the previous paragraph. Subject to the above, the agenda is decided by the Chairman and can only be set, if required, at the time of the meeting. Notices are issued by any means, even verbally, at the registered office or in any other place indicated in the meeting notice, in

06

171

REGISTRATION DOCUMENT 2017 - LEGRAND