LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

W examine draft annual budgets submitted to the Board of Directors. For this purpose, the Strategy and Social Responsibility Committee may hear from Company managers on the assumptions used to draw up or amend these budgets; W assess consistency between Group strategy and the CSR principles espoused by the Group and ensure that management conducts an analysis of internal or external factors related to CSR stakes (risks and opportunities) which have an influence on the Group, such as regulations, third-party expectations and comparisons among sectors; W evaluate the adequacy of the resources available to the Group for the successful implementation of its CSR strategy, in view of the objectives pursued; W take cognizance of the main findings and observations of the independent third-party body, assess them and examine the related management action plans. The Strategy and Social Responsibility Committee meets as often as may be necessary and in all events at least twice a year. The Strategy and Social Responsibility Committee must report on its activities to the Board of Directors. The Strategy and Social Responsibility 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 Strategy and Social Responsibility Committee may be held by telephone or videoconference. Services offered by external consultants The Committees of the Board may request external technical studies relating to matters within their competence, at the Company’s expense, after informing the Chairman of the Board of Directors or the Board of Directors itself, and subject to reporting back to the Board thereon. In the event of Committees having recourse to services offered by external consultants, the Committees must ensure that the consultant concerned is objective. R 6.1.3.3 WORK DONE BYTHE BOARD OF DIRECTORS’ SPECIALIZED COMMITTEES IN 2017 Work done by the Audit Committee in 2017 The Audit Committee met seven times in 2017. Attendance for the year was 95%. The Committee met to consider, in particular, the Meetings of the Strategy and Social Responsibility Committee

W review of the annual separate and consolidated financial statements to December 31, 2016 and the management report on the consolidated financial statements, review of the quarterly consolidated financial statements to March 31, 2017, the half-yearly consolidated financial statements to June 30, 2017 together with the half-yearly financial report, and the quarterly consolidated financial statements to September 30, 2017, W review of the Statutory Auditors’ work at December 31, 2016 and June 30, 2017, W review of key figures in the press release on the annual, quarterly and half-yearly consolidated financial statements and assumptions on the outlook for 2017, as well as accounting options, W assess how dividends will be distributed and the consequences of such distribution on resolutions for the Annual Meeting of Shareholders of May 31, 2017; W risk management and internal control: W review of the Group’s risk management policy and procedures, its internal audit and control procedures, and the related organization and resources, W review of the report by the Chairman of the Board of Directors on corporate governance, risk management and internal control,

W examination of risk mapping; W auditing and relations with external auditors:

W internal audit: 2016 summary and review of the 2017 audit plan, W quarterly update on internal audits and fraud (review of audit summaries and fraud report), W review of the assignments of Statutory Auditors, including additional assignments,

W review of the budget for auditors’ fees,

W consider with a view to renewing the appointments of an Auditor and of a Deputy Statutory Auditor; W other:

W presentation of the Registration Document,

W monitor regulatory changes: reform of legal audit and the scheme for approving Services Other than Certification of the Financial Statements. Pursuant to the internal rules of the Company’s Board of Directors, the Audit Committee, as part of its duties, met the Chief Financial Officer, the heads of internal audit and risk control, and the person responsible for Corporate Social Responsibility (CSR) matters. The Audit Committee also met with Statutory Auditors in the presence of and without the Company’s general management, in line with the recommendations of the Code of Corporate Governance.

following matters: W company results:

184

REGISTRATION DOCUMENT 2017 - LEGRAND