LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

R 6.1.1.3 WORK DONE BYTHE BOARD OF DIRECTORS IN 2017

blackout periods under the applicable regulations, such persons are required, as a preventive measure, to refrain from carrying out, either directly or indirectly, on their own behalf or on behalf of others, any transactions involving Legrand shares (i) during the 30 calendar days preceding the date on which the annual, half-yearly or quarterly financial statements are made public by means of a press release regarding the results concerned, including the date of the publication of this press release and for the three trading days after the aforementioned financial statements have been published, and (ii) during any other period W insiders, meaning individuals in possession of information whoseprivilegednaturehasbeenidentifiedinrespectoftheMAR criteria by the MAR Committee as part of the implementation of the internal procedure for qualifying and publishing inside information and who were notified by the Ethics Officer of their inclusion on the Company’s list of insiders. These individuals must comply with the rules applicable to the holding, disclosure and use of inside information and in particular the absolute prohibition of carrying out any transaction on the Company’s shares while such information has not yet been made public; W individuals involved in preparing the Company’s financial and accounting information, who are not included on the Company’s list of insiders but are on the list of individuals subject to blackout periods insofar as they hold financial or accounts-related information which, while not necessarily constituting inside information with regard to the MAR criteria, is nevertheless sensitive and confidential. These individuals are required to comply with the abstention obligations during the blackout periods established by the Company as described above and to ensure that the information in their possession remains confidential; W individuals discharging managerial responsibilities (1) who are required to comply with abstention obligations during the blackout periods established by the Company as described above. These individuals, as well as those closely associated with them, furthermore have a duty to disclose to the AMF (French Financial Markets Authority) any transaction they have performed on Legrand shares within three business days following the completion of said transaction(s). Any person may seek the opinion of the MAR Committee before performing a transaction on the Company’s shares by submitting a request to the Ethics Officer who will then call a meeting of the MAR Committee for said purpose. The Chief Financial Officer may only give an advisory opinion: the decision on whether or not to execute the transaction is the sole responsibility of the person who requested the opinion. defined and communicated by the Ethics Officer. The Code has three categories of individuals:

In 2017, the Board met six times. Directors’ attendance at Board meetings was satisfactory; the attendance rate in 2017 was 87%. According to the Board’s internal rules, some of its deliberations may be prepared by specialized committees, enabling the Board to discharge its duties under optimum conditions. The work of these committees is the subject of a detailed report at the meeting of the Board of Directors. In 2017, the meeting attendance rate for the various specialized committees was 99%. Information on these specialized committees can be found in section 6.1.3 of the Company’s Registration Document. Topics covered in 2017 by the Board of Directors The Board met to consider the following agenda: W Company results: W report on the Audit Committee’s work, as set out in section 6.1.3.3 below, W approval of the consolidated and Company financial statements for the year ended December 31, 2016 and the related reports, the consolidated quarterly financial statements to March 31, 2017, the half-yearly consolidated financial statements and management report to June 30, 2017, and the consolidated quarterly financial statements to September 30, 2017, W review and approval of press releases on the annual, half- yearly and quarterly consolidated financial statements,

W proposal for appropriation of earnings,

W choice of dividend payment method and consequences in terms of securities adjustment,

W presentation of forecast financial statements for 2017,

W approval of the 2017 budget; W corporate Governance:

W report on the work of the Lead Director,

W report on the work of the Nominating and Governance Committee, as set out in section 6.1.3.3 below,

W qualification of independent directors,

W review of the composition of the Board of Directors in view of the reappointment of one director,

W review of the composition of the committees,

(1) Individuals with executive responsibilities is taken to mean (i) senior executives, i.e. members of the Company’s Board of Directors, including the Chief Executive Officer, and (ii) high-level managers who, without being members of the Board of Directors, have regular access to inside information about the Company either directly or indirectly, and have the power to make management decisions regarding the Company’s strategy and future development.

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REGISTRATION DOCUMENT 2017 - LEGRAND