LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

To take the most recent appointment to the Board as an example, visits, presentations and meetings were organized after the appointment of Ms. Isabelle Boccon-Gibod as a director by the General Meeting of Shareholders of May 27, 2016, to familiarize Ms. Boccon-Gibod with her duties on the Board. In the course of this induction program, Ms. Boccon-Gibod visited the Innoval Customer Training Center in Limoges, as well as the My Home Apartment, which showcases the technologies marketed by Legrand in its home systems. She was also given a presentation of several production sites and product testing laboratories, and meetings were organized with several senior executives and operational management staff at Legrand. Moreover, Audit Committee members are provided, at the time of their appointment, with information relating to the Company’s specific accounting, financial and operational features, which was the case in 2016 for Isabelle Boccon-Gibod. The Board internal rules also stipulate that, if appointed, Directors representing employees or employee shareholders shall receive appropriate training on the requirements of their role. Lastly, the four Central Works Council representatives who attend Company Board meetings received financial and legal training in 2016 as well as during 2017, in particular on the new European regime relating to market abuse. Deontology for Directors In accordance with the Directors’ Charter, before taking up their post, all Directors must ensure that they are fully aware of their general and specific duties, particularly where these result from legislation and regulation, the Articles of Association, the Board’s internal rules and its Charter, as well as from any other legally binding document: W directors must be competent, active and committed; W directors must act at all times in the corporate interest of the business. They undertake to promote and defend the Company’s values; W directors are to devote the necessary time and attention to their tasks. In this regard, they undertake to: W not hold more than four other directorships in listed companies, including foreign companies, not affiliated with the Group; an executive officer may not hold more than two other directorships in listed companies, including foreign companies, not affiliated with the Group. However, the limit of two other directorships applicable to the executive officers does not apply to directorships held by an executive officer in subsidiaries and holdings, held alone or together with others, of companies whose main activity is to acquire and manage such holdings,

W a summary of the discussions and deliberations of the Board of Directors; and W questions raised and the reservations of participating directors, if any. Board meeting notices and minutes are translated into English.

Evaluation of the Board of Directors and its specialized committees

At least once a year, the Board of Directors debates of its operations (this involves a corresponding review of the Board’s specialized committees) and an account of this is to be included in the Company’s annual report so that shareholders are informed each year of the assessments carried out and, if applicable, of any steps taken as a result (see section 6.1.1.3). The assessment of the Board’s operations and those of its specialized committees is supervised by the Lead Director. Director access to information In order to allow Board members to carry out their duties effectively, the Chairman of the Board must provide each Director with the documents necessary to consider items on Board meeting agendas, at least five days prior to the meetings. Directors may request any documents they believe relevant for the preparation of the meeting, provided that they submit such requests with reasonable notice. When required by confidentiality, in particular where sensitive financial information is concerned, information may be communicated during the meeting. Directors receive all relevant information on significant events or transactions for the Company between meetings. Directors have the opportunity to meet with the Company’s principal executive managers, even outside the presence of executive Officers. In the latter case, these should be given prior notice. Board members are informed about market developments, the competitive environment, and most important issues at hand, including in the fields of corporate social and environmental responsibility. Directors’ training Each Director may be provided, at the time of their appointment and throughout their term of office, with training relating to the specific features of the Company, its businesses and the sector it operates in. New Directors are provided with an induction program aimed at facilitating their integration and assumption of their new duties. The induction program includes site guided tours and meetings with Group management.

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REGISTRATION DOCUMENT 2017 - LEGRAND