LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

In performing its duties, each Committee may contact the Company’s principal executives after having informed the Chairman of the Board of Directors of its intention to do so and subject to briefing the Board of Directors on the exchange with such principal executives. The committees make sure that the quality of reports to the Board of Directors enables the latter to be fully informed, thereby facilitating its deliberations. The Audit Committee The powers and operation of the Audit Committee are outlined in the Board’s internal rules, the provisions of which are restated below. The duties and operating rules of the Company’s Audit Committee were determined on the basis of the conclusions of the AMF working party on audit committees in July 2010. To take account of the new European statutory audit framework resulting from European Regulation 537/2014/EU of April 16, 2014, and European Directive 2014/56/EU of the same date, transposed into French law by order number 2016-315 of March 17, 2016, a temporary mechanism was introduced during financial year 2016 of pre-authorization for Services Other than Certification of the Financial Statements. This means that services which, by their nature, pose no problem in terms of the independence of the statutory auditors and whose amount does not exceed €100,000 are considered as pre-approved by the Audit Committee and do not require formal Audit Committee approval. This temporary mechanism relies on an internal control system that verifies that these services comply with the law. The internal rules of the Board concerning the Audit Committee section were not modified to adjust to this situation, pending the final version of the reform application guides and the outcome of the discussions with the High Council of the Statutory Auditors (H3C) regarding the possibility of implementing a pre- authorization scheme for Services Other than Certification of the Financial Statements (SACC). Following the favorable opinion given by H3C in 2017 on implementing a scheme that under certain circumstances would permit pre-authorization for Services Other than Certification of the Financial Statements (SACC) and the publication of final versions of the legal audit reform application guides, the Board of Directors meeting on November 6, 2017 confirmed the SACC pre- authorization procedure by the Audit Committee and the Audit Committee section of the internal rules was changed to include this pre-authorization scheme. Assignment of the Audit Committee The Committee assists the Board of Directors in the conduct of its mission as regards the adoption of annual company and consolidated financial statements and the preparation of information for shareholders and the market. It monitors the efficiency of internal controls and risk management. It is also charged with monitoring issues relating to the establishment and

found in pages 339, 338 and 337 of the Company’s Registration Document. The Strategy and Social Responsibility Committee is chaired by Ms. Christel Bories, whose senior management experience within industrial groups and as a strategy consultant is invaluable to the committee. Ms. Angeles Garcia-Poveda brings to the Strategy and Social Responsibility Committee a wealth of prior experience gained from her time with the Boston Consulting Group and now as an executive at Spencer Stuart. Finally, Ms. Isabelle Boccon- Gibod brings a fresh viewpoint to the Group’s strategic initiatives and contributes to enrich them through her participation in the Strategy and Social Responsibility Committee, which she joined at a time of accelerated development for the Group and of growing importance of CSR topics, following approval of her appointment to the Committee by the Board of Directors meeting on July 28, 2017. Finally, Mr. Olivier Bazil and Mr. Gilles Schnepp offer the Committee the benefit of their in-depth knowledge of the Group and its businesses. As indicated in the section “ Directorships due for renewal in 2018 ” of this Registration Document, Mr. Gilles Schnepp and Mr. Olivier Bazil have expressed their intention to seek reappointment as directors. The Nominating and Governance Committee supported the reappointment of Mr. Gilles Schnepp and Mr. Olivier Bazil as directors for the reasons provided above. R 6.1.3.2 FUNCTIONING OF THE BOARD OF DIRECTORS’ SPECIALIZED COMMITTEES Each Committee is responsible for setting its own annual meeting schedule, taking into account the schedules for Board meetings and General Meetings of Shareholders. Each Committee meets as often as required to consider issues falling within its purview; meetings are convened by the Chairman of the Committee or by half of its members. The Chairman of the Board of Directors may call a Committee meeting if he/she considers that a Committee has not met as often as required by the rules specific to each Committee, as detailed below. The Chairman may also convene a Committee meeting if he/she deems it necessary for the Committee to give an opinion or a recommendation to the Board on a specific topic. The Chairman of each Committee establishes the Committee meeting agenda and gives notice of Committee meetings to Committee members within a period of time sufficient to allow each Committee member to prepare for the meeting. The notice must contain the Committee meeting agenda and all information and documentation useful to the examination of agenda items. Committee meetings may be held at the Company’s registered office or at any other location. Committees are provided with secretarial assistance by the persons appointed by or in agreement with the Committee Chairman.

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REGISTRATION DOCUMENT 2017 - LEGRAND