LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

Current composition of the specialized committees It should be noted that with regard to the composition of the specialized committees that since 2016: W two specialized committees, the Audit Committee and the Compensation Committee, are composed entirely of women; W the four specialized committees are chaired by women. The Audit Committee The Audit Committee is made up of three members appointed by the Board of Directors, all three of whom are independent: Ms. Christel Bories, Ms. Éliane Rouyer-Chevalier, and Ms. Isabelle Boccon-Gibod. Their biographies and education can be found in pages 339, 342 and 338 of the Company’s Registration Document. The Audit Committee is chaired by Ms. Éliane Rouyer-Chevalier who has financial and accounting qualifications and makes an additional contribution through her understanding of financial equilibrium and risk assessment. Ms. Isabelle Boccon-Gibod has expertise in finance and accounting as well as prior experience as a member of the audit committee of a listed company Ms. Christel Bories has experience of senior management in industrial groups which is also invaluable to the Audit Committee. With all Audit Committee members being independent, membership of the Audit Committee is compliant with the Code of Corporate Governance which recommends that two-thirds of members be Independent Directors. The Nominating and Governance Committee The Nominating and Governance Committee has three members appointed by the Board of Directors, including two independent Directors: Ms. Angeles Garcia-Poveda (independent Director), Mr. Olivier Bazil, and Mr. Thierry de La Tour d’Artaise (1) (independent Director). Their biographies and education can be found in pages 339, 338 and 341 of the Company’s Registration Document. The Nominating and Governance Committee is chaired by Ms. Angeles Garcia-Poveda, who has expertise both in executive recruitment and corporate governance. Mr. Olivier Bazil has extensive knowledge of the Legrand Group, in which he has spent his entire career. As such, Mr. Bazil knows the business, the industry and its issues, which is particularly useful to the Committee’s work. Mr. Thierry de La Tour d’Artaise has served and continues to serve on various boards of major groups. He also has a particular interest in the subject of corporate governance and has practical experience of governance issues.

With two independent Directors out of three members, the composition of the Nominating and Governance Committee is compliant with the Code of Corporate Governance, which recommends that the majority of the Committee’s members be independent Directors. As indicated in the section “Directorships due for renewal in 2018” of this Registration Document, Mr. Olivier Bazil has expressed his intention to seek reappointment as a director. The Nominating and Governance Committee supported the reappointment of Mr. Olivier Bazil as a director for the reasons detailed above. For the reasons provided above in section 6.1.1.1, Mr. Thierry de La Tour d’Artaise has stated his intention to resign from his office as director of Legrand and committee member. The Nominating and Governance Committee recommended that Mr. Patrick Koller be appointed member of the Nominating and Governance Committee to replace Mr. Thierry de La Tour d’Artaise as from the date he wishes to cease his duties, i.e. at the end of the Combined Annual and Extraordinary General Meeting of Shareholders on May 30, 2018. The Compensation Committee The Compensation Committee has three members appointed by the Board of Directors, all of whom are independent: Ms. Angeles Garcia-Poveda, Ms. Annalisa Loustau Elia and Ms. Éliane Rouyer-Chevalier (independent directors). Their biographies and education can be found in pages 339 and 342 of the Company’s Registration Document. The Compensation Committee is chaired by Ms. Angeles Garcia- Poveda who, thanks to her HR experience and current position as manager at Spencer Stuart, brings to the committee her extensive knowledge of corporate remuneration structures and methodology. Ms. Éliane Rouyer-Chevalier has expertise in Corporate Social Responsibility, a major component of the compensation of the Group’s executives. The Compensation Committee benefits from her experience and sensitivity in the areas of corporate governance. Ms. Annalisa Loustau Elia has the skills and abilities to assess the non-financial and longer term aspects of the Group’s performance (initiatives for growth, marketing, and so on). With all of its members being independent Directors, the Compensation Committee is compliant with the Code of Corporate Governance, which recommends that the majority of the Committee’s members be independent Directors. The Strategy and Social Responsibility Committee The Strategy and Social Responsibility Committee is made up of five members appointed by the Board of Directors: Ms. Christel Bories, Ms. Angeles Garcia-Poveda, and Ms. Isabelle Boccon- Gibod who are independent directors, Mr. Olivier Bazil, and Mr. Gilles Schnepp. Their biographies and education can be

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(1) It is noted that Mr. Thierry de La Tour d’Artaise, member of the Nominating and Governance Committee and independent director at the date of publication of this Registration Document, will lose his status as an independent director on April 6, 2018, the date of the twelfth anniversary of his appointment to the office.

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REGISTRATION DOCUMENT 2017 - LEGRAND