LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

Meetings of the Nominating and Governance Committee The Nominating and Governance Committee meets at least twice a year and, if necessary, prior to approval of the agenda of the Annual General Meeting of Shareholders, to review the draft resolutions which are to be submitted to it and which fall within the Committee’s remit. The Nominating and Governance Committee must report on its activities to the Board of Directors. The Nominating and Governance Committee may only properly meet if at least half of its members are present. Decisions are taken by simple majority, with its Chairman having a casting vote. Meetings of the Nominating and Governance Committee may be held by teleconference or videoconference. The Compensation Committee The powers and operation of the Compensation Committee are outlined in the Board’s internal rules, the provisions of which are restated below. Assignment of the Compensation Committee As regards the compensation of company officers, the Compensation Committee is required to: W assess all forms of compensation, including benefits in kind, insurance and pension entitlements received from any company in the Group and any affiliated company; W examine and submit proposals to the Board of Directors regarding all components of compensation and benefits of company officers in particular as regards the calculation of the variable portions of compensation. To this end, it defines the rules for calculating this variable portion, taking into account the need for consistency with annual assessments of the performance of company officers and the Group’smedium-term strategy; it also oversees proper application of these rules; W ensure that the Company fulfills its obligations regarding the transparency of compensation. In particular, it prepares an annual activity report which is submitted for the approval of the Board for inclusion in the Company’s annual report, and ensures that all legally required information concerning compensation is fully and clearly set forth in the annual report; W review the information relating to compensation in the corporate governance report and any other document required by applicable law and regulations in the matter and, more generally, ensure that the proper information on compensation is given to shareholders. As regards Directors’ compensation, the Compensation Committee: W issues a recommendation on the overall amount and conditions of Directors’ fees in accordance with the provisions of the Board’s internal rules;

W makes recommendations concerning any compensation awarded to Directors entrusted with special assignments. As regards stock-option plans for the purchase of existing shares or subscription to new shares, and all other share-based compensation or compensation indexed on or otherwise linked to shares, the Compensation Committee is tasked with: W examining the general policy governing eligibility for such schemes and submitting any proposals it may have on this to the Board of Directors; W reviewing the information on this subject provided in the annual report and to the General Meeting of Shareholders; W submitting proposals to the Board of Directors regarding the choice to be made from among the options permitted by law and explaining the reasons for such choice, together with its consequences; W preparing the Board’s decisions on such schemes. In addition, the Committee must be informed of the compensation policy of key senior executives other than executive officers. In this respect, the committee’s work shall involve the executive officer. Meetings of the Compensation Committee The Compensation Committee meets at least twice a year and, if necessary, prior to approval of the agenda of the Annual General Meeting of Shareholders, to review the draft resolutions which are to be submitted to it and which fall within the Committee’s remit. The Compensation Committee must report on its activities to the Board of Directors. The Compensation Committee may only properly meet if at least half of its members are present. Decisions are taken by simple majority, with its Chairman having a casting vote. Meetings of the Compensation Committee may take place by teleconference or videoconference. The Strategy and Social Responsibility Committee The powers and operation of the Strategy and Social Responsibility Committee are outlined in the Board’s internal rules, the provisions of which are restated below. Assignment of the Strategy and Social Responsibility Committee The mission of the Strategy and Social Responsibility Committee is to assist the Board of Directors in its decisions on strategic directions for the Company’s business, and in particular to: W examine all significant projects concerning the Group’s development and strategic positioning, in particular projects for strategic partnerships and significant investments or divestments;

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REGISTRATION DOCUMENT 2017 - LEGRAND