LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

6.1.2 –Lead Director

In 2013, the directors amended the Board’s internal rules to make the appointment of a Lead Director compulsory in the event that the positions of Chairman and Chief Executive Officer are held by the same person. This is consistent with the recommendations of the Autorité des marchés financiers (French Financial Markets Authority) in its 2013 report on corporate governance and executive compensation. The appointment of a Lead Director is one of the guarantees established within the Company to ensure an appropriate balance of powers in matters of governance. The Lead Director is appointed from among the independent directors (in accordance with the Code of Corporate Governance) who have been members of the Board for at least one year, following the opinion of the Nominating and Governance Committee. The term of office of the Lead Director may not exceed his or her term as Director. The Lead Director may be reelected based on a recommendation from the Nominating and Governance Committee. Accordingly, the Board of Directors has appointed Ms. Angeles Garcia-Poveda as Lead Director until the expiration of her term of office as Director. Ms. Angeles Garcia-Poveda, an independent director, is a member of the Strategy and Social Responsibility Committee and Chairman of the Nominating and Governance Committee and Compensation Committee. R DUTIES OF THE LEAD DIRECTOR The Lead Director’s chief responsibility is to ensure the proper operation of the Company’s governance bodies. In this respect, he/she is tasked with: W preventing and managing conflicts of interest: the Lead Director is responsible for preventing conflicts of interest by raising awareness on the existence of factors likely to lead to such situations. The Lead Director is informed by each director of any actual or potential conflict of interest and reports on these to the Board, as she does on any actual or potential conflict of interest which she may detect independently; W supervising the periodic assessment of the Board’s operations and its specialized committees; W chairing and moderating an annual meeting of non-executive directors without executive or internal directors being present, during which, in particular, meeting the performance of senior executives is assessed and future management prospects given consideration; W reporting to the Chairman of the Board of Directors on the conclusions of the annual meeting of non-executive directors; and

W if necessary, acting as point of contact for Legrand shareholders, subject to consent by the Board of Directors on the principle and terms of such contact. R RESOURCES OF THE LEAD DIRECTOR In the exercise of his/her duties, the Lead Director may: W submit a proposal, as appropriate, to the Chairman of the Board of Directors to include additional items on the agenda of Board meetings; W ask the Chairman to call a meeting of the Board of Directors or directly convene a meeting of the Board of Directors on a given agenda whose importance or urgency justifies holding an extraordinary meeting of the Board; W chair meetings of the Board of Directors in the event of the Chairman being unable to attend; and W if appropriate, attend meetings of committees of which he/she is not a member. The Lead Director ensures that Directors have the possibility of meeting and hearing senior management and Statutory Auditors, as provided for by the Board’s internal rules. More generally, the Lead Director ensures that Directors receive the information needed to discharge their duties in the best possible conditions, as provided for in the Board’s internal rules. The Lead Director reports to the Board of Directors once a year. R LEAD DIRECTOR’S REPORT FOR 2017 In 2017, Ms. Angeles Garcia-Poveda called and chaired an annual meeting of the Company’s non-executive directors that was split into two sessions, without the Executive Director being present. During this meeting, the non-executive directors discussed various topics, including the assessment of the performance of the Chairman and Chief Executive Officer, his compensation, and the succession plans. During the annual assessment of the operations of the Board and its specialized committees, the Lead Director asked the directors to give their opinion on the quality of the organization of the annual meeting of non-executive directors (scheduling, duration, and so on) and their assessment of the quality and content of the discussions that took place at the meeting. The directors expressed their full satisfaction regarding the above points. In 2017, the Lead Director also presided over the Board’s deliberations regarding the assessment of the Chairman and Chief Executive Officer’s performance and decision regarding his pay; these discussions took place without the Chairman and Chief Executive Officer being present.

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REGISTRATION DOCUMENT 2017 - LEGRAND