LEGRAND_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

Administration and management of the company

W the wish 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, particularly through its recent acquisitions : in this regard, a recruitment process run by an external consultant, appointed by the Nominating and Governance Committee, started at the end of 2017 and the appointment of two new directors will be proposed to the General Meeting of Shareholders on May 30, 2018; W more in-depth presentation of certain subjects, particularly the Group’s human resources policy : the subjects relating to human resources were discussed during the Strategy and Social Responsibility Committee meeting on April 26, 2017 at the date of the review of the 2016 list of achievements from the CSR 2014-2018 roadmap and a report was given during the Board of Directors’ meeting on May 9, 2017; W the advisability to devote more time to debates dedicated to examining the Group strategy and to dealing with certain specific subjects during Board of Directors meetings : in this regard, the organization of Seminars addresses this proposal. W expanding the Audit Committee meetings to cover all the new subjects and providing additional information to the Strategy and Social Responsibility Committee : concerning the proposals relating to Audit Committee operation, the additional one-hour meetings dedicated to regulatory, exceptional or current subjects were scheduled in addition to the regular Audit Committee meetings as of the meeting of May 2017. Concerning the proposals relating to information passed to the Strategy and Social Responsibility Committee, the in-depth presentation supplied at the Committee meeting of January 26, 2017 as well as the additional methodology content supplied during the Seminar of March 15, 2017 allowed for a response to directors’ proposals; W making support documents for specialized committee meetings available online via a dedicated website prior to meetings : this request was met from February 2017 with the documents being made available on the dedicated website from the time notices of meeting are sent. Directors are conscious that the Board and its specialized committees must achieve and maintain the right balance of members. Please see the section entitled “Diversity in the composition of the Board of Directors” in the Registration Document for more details of their conclusions on this matter.

directors the opportunity to meet the teams and freely discuss the Group’s different strategic options with them.

Areas of improvement for the operation of the Board of Directors further to the annual evaluation of the Board of Directors

Since 2007, a formal assessment of the operations of the Board of Directors and its specialized committees has been performed every year in order to measure, as required by the Code of Corporate Governance, (i) the methods of operation of the Board and its specialized committees, (ii) the quality of preparation and debate regarding significant matters, and (iii) the effective contribution of each director to the work of the Board, and his/her involvement in deliberations. In compliance with its internal rules, the Board discusses its operating procedures at least once a year and includes a report on this in the Company’s annual report. It should be noted that at its meeting of November 9, 2016, the Board approved the process for assessing its work based on a three-year cycle alternating between an external assessment and internal assessments which may, depending on the year, include an assessment of directors’ individual contributions. In 2017, a formal assessment was made in-house of the Board of Directors and specialized committees, under the supervision of the Lead Director, based on a questionnaire issued to directors, who also had the option of scheduling individual meetings with the Lead Director. The results of the questionnaire were analyzed by the Nominating and Governance Committee and later discussed at a Board meeting. To summarize, the self-assessment conducted in 2017 in respect of 2016 revealed that all directors were satisfied, particularly with regard to (i) the Board’s composition, especially the diversity and quality of profiles and its size; (ii) the quality of the information provided by Legrand to help the directors carry out their duties; (iii) the presentations, visits, and training, and in particular the Seminar, an important moment for presentations and meetings with operational staff that the directors particularly appreciate; (iv) the Board’s operating procedures, especially in terms of holding meetings and quality of discussions and minutes; (v) the operating procedures of the specialized committees; (vi) the annual meeting of non-executive directors, which was especially appreciated by the directors; and (vii) the corporate initiatives following previous assessments. In 2017, suggestions made by directors and responses supplied by management regarding the continuous improvement process for the Board’s operating procedures were as follows:

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REGISTRATION DOCUMENT 2017 - LEGRAND