LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

W definition of diversity targets for the Board of Directors’ membership, W reappointment of the Principal Statutory Auditors and non- renewal of the mandate of the Deputy Statutory Auditors, W assessment of the performance of the Board of Directors and its Committees (summary and proposals), W changes to the Board of Directors’ internal rules primarily due to: – the reform of the legal audit and in particular the setting up of a pre-authorization scheme for Services Other than Certification of the Financial Statements (SACC) by the Audit Committee, following the opinion given by the High Council of the Statutory Auditors (H3C) on the compliance of such a scheme, – elimination of the Chairman’s report on corporate governance, risk management, and internal control, and the creation of the new report on corporate governance, W review of regulated agreements and commitments; W compensation: W report on the work of the Compensation Committee, as set out in section 6.1.3.3 below, W compensation of the executive officer: – examination of compensation for 2016, – determination of the principles of compensation for 2017, W long term profit-sharing plans/ performance shares and stock warrant and stock option plans: – implementation of the delegation approved under the thirteenth resolution of the Combined Annual and Extraordinary General Meeting of Shareholders on May 27, 2016. – approval of the rules of the 2017 performance share plan for Group employees and the executive officer, and long-term profit-sharing premiums, – approval of individual performance share awards to Group employees and the executive officer, – determination of number of shares that the executive officer is required to retain in registered form until the termination of his duties concerning the attribution of performance shares, attendance fees: – amounts distributed in 2016, – determination of the budget for reimbursement of directors’ expenses; W financial management of the Company: W

W delegation of powers to the Board of Directors to be proposed to the General Meeting of Shareholders, W implementation of the delegations approved under the ninth resolution of the Combined Ordinary and Extraordinary General Meeting of Shareholders of May 31, 2017; W Company strategy and growth: W report on the work of the Strategy and Social Responsibility Committee, as set out in section 6.1.3.3 below, W approval of acquisition projects involving an amount in excess of €100 million, W regular progress reports on proposed acquisition projects and on the financing of certain acquisitions, W annual update of the Company’s shareholder structure, summary of roadshows, W presentations on strategic issues, especially during the Board of Directors’ Annual Seminar; W risk management: W review of the risk management procedures; W preparation for the annual General Meeting of Shareholders and Special Meeting of Shareholders of May 31, 2017: W convening of the annual Combined Ordinary and Extraordinary General Meeting of Shareholders (setting of the agenda and approval of proposed resolutions), W production of reports for the General Meeting of Shareholders; W other: W recognition of the capital increase following the exercise of options and cancellation of shares, W annual review of the policy regarding gender equality and equal pay, W update on the financial report of the Milestone acquisition and on the financing of acquisitions, W regulatory changes: update of the implementation of the qualification procedure for insider information as part of the new European regime on market abuse, update on the anti-corruption action plan within the scope on the Sapin II law relating to transparency, to anti-corruption, and to the modernization of economic life. Board of Directors’ Annual Seminar Every year Legrand’s directors and the representatives of the Central Works Council who attend meetings of the Board of Directors attend a Seminar organized in France or abroad. The Board Seminar is a recurring event. Program content is such that directors have the opportunity to better understand their role on the Board and improve their knowledge of the Group and its structure, products and markets. In 2017, the objective of the Board Seminar was to state the different Group growth strategies in the medium and long term. Various presentations were organized during the Seminar, giving

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W annual renewal of authorizations for refinancing,

W renewal of annual powers granted to the Chairman for guarantees, endorsements and security,

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REGISTRATION DOCUMENT 2017 - LEGRAND