LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

The Nominating and Governance Committee The powers and operation of the Nominating and Governance Committee are outlined in the Board’s internal rules, the provisions of which are restated below. Assignment of the Nominating and Governance Committee The Nominating and Governance Committee is tasked with: W considering and submitting proposals to the Board of Directors on the various options for the organization of the Company’s management and supervision; W considering and submitting proposals to the Board of Directors for appointment to the positions of Director, Lead Director, Chief Executive Officer, Chief Operating Officer, Chairman of the Board and members and Chairs of the specialized committees; to that end, it must assess the levels of expertise and experience required, define assignments and assess the amount of time needed to carry them out; W submitting proposals to the Board of Directors on the nature of the responsibilities of the specialized committees; W considering proposals submitted by interested parties, including management and shareholders; W preparing, under the supervision of the Lead Director, the procedures for the periodic self-evaluation of the Board of Directors and governance bodies, as well as their evaluation by an external consultant, if any; W preparing a management succession plan so as to be able to recommend options to the Board of Directors, particularly in the event of an unforeseen vacancy; W examining each year, on a case-by-case basis, the position of each Director in relation to the independence criteria; W examining changes in the corporate governance rules, monitoring the implementation of those rules by the Company (including the implementation of the Code of Corporate Governance adopted by the Company), assisting the Board of Directors in adapting the Company’s corporate governance, and submitting proposals in this regard; W reviewing the information relating to corporate governance in the corporate governance report and any other document required by applicable law and regulations in the matter and, more generally, ensuring that the proper information on corporate governance is given to shareholders. The executive officer is involved in particular with the Committee’s work on the selection of new Directors and succession planning for company officers.

or removal of the Company’s Statutory Auditors. At the end of the selection procedure for the Statutory Auditors, the Audit Committee issues a recommendation to the Board of Directors on the Statutory Auditors proposed for appointment or re-appointment by the General Meeting of Shareholders in compliance with the applicable regulations; W by receiving each year from the Statutory Auditors: (i) their declaration of independence; (ii) the amount of the fees paid to the network of Statutory Auditors by the companies controlled by the Company or the entity controlling the Company; and (iii) information concerning the services performed in respect of Services Other than Account Certification; W by approving the Services Other than Certification of the Financial Statements by the Statutory Auditors, pursuant to the conditions provided for by the internal procedure of pre-authorization, and in particular after having analyzed the risks for independence of the Statutory Auditors and the safeguarding measures applied by the auditors; W by examining the amount and details of the remuneration paid by the Group to the Statutory Auditors’ firm and to the network to which the firm may belong. In this respect, the Audit Committee is to obtain details of the fees paid by the Company and its Group to the Statutory Auditors’ firm and to the network to which it belongs, and to ensure that the amount of such fees, or the fraction they represent of the total revenues of the Statutory Auditors’ firm and of the firm’s network, are not such that the independence of the Statutory Auditors might be affected. Meetings of the Audit Committee The Audit Committee meets as often as may be necessary. The Audit Committee must report regularly to the Board of Directors and as a minimum at the time the annual and interim financial statements are approved (i) on the exercise of its duties; (ii) on the results of its duties in certifying the financial statement; and (iii) on the manner in which its duties have contributed to the soundness of the financial information and its role in the process. It immediately informs the Board of Directors of any difficulties encountered. The reports of the Audit Committee to the Board of Directors aim at keeping the Board of Directors fully informed in order to facilitate its deliberations. A meeting of the Audit Committee is validly held if at least half of its members are present. Decisions are taken by simple majority, with its Chairman having a casting vote. The Audit Committee meets 48 hours before the review of the financial statements by the Board of Directors, it being specified that this period of time may be reduced from time to time, with the agreement of the Chairman and of the members of the Audit Committee. Meetings of the Audit Committee may take place by telephone or video-conference. W by receiving the supplementary report to the audit report;

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REGISTRATION DOCUMENT 2017 - LEGRAND