LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

Work done by the Nominating and Governance Committee in 2017

W long-term incentive plans/performance action plan: – setting the 2017 performance share plan, – approval of individual award of performance shares to the Executive Officer and the Group’s key managers, – determination of number of shares that the Executive Officer is required to retain in registered form until the termination of his duties as concerns performance shares, attendance fees: – amounts distributed in 2016, – proposal of an overall annual reimbursement budget. W Work done by the Strategy and Social Responsibility Committee in 2017 The Strategy and Social Responsibility Committee met four times in 2017. Attendance for the year was 100%. The Committee met to consider, in particular, the following matters: W acquisitions:

Nominating and Governance Committee met three times in 2017. Attendance for the year was 100%. The Committee met to consider, in particular, the following matters: W membership of the Board of Directors and its Committees: W procedure for the review of the status of independent directors, W recommendation to renew the directorship of Ms. Annalisa Loustau Elia, W recommendation on the composition of the Compensation Committee, W Group succession plans: W annual review of existing succession plans, whether in the long term or in the case of unforeseen events, concerning the Chief Executive Officer and all key management positions within the Group, W preparation of the plan to separate the duties of Chairman and Chief Executive Officer; W other: W review of the section of the Chairman’s report on corporate governance, risk management and internal control, and of certain sections of the Registration Document, W proposal of amendments to the internal rules of the Board of Directors, W report on the assessment of the operation of the Board of Directors and its committees conducted internally. Work done by the Compensation Committee in 2017 The Compensation Committee met three times in 2017. Attendance for the year was 100%. The Committee met to consider, in particular, the following matters: W compensation: W compensation of the executive officer: – review of the overall compensation structure, – calculation of compensation for 2016 financial year, – determination of the principles of compensation for 2017 financial year, W annual review of the diversity policy of the Board of Directors,

W review of acquisitions made since 2004,

W examination of proposed acquisitions,

W definition of strategic orientations for future acquisitions; W budget:

W presentation of the 2017 draft budget,

W approval of the 2017 budget; W corporate Social Responsibility:

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W review of CSR indices in which the Company is listed, and competitive analysis, W review of Legrand’s CSR strategy and assessment of the 2014-2018 roadmap,

W review of priority objectives for 2017,

W report on philanthropic initiatives.

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REGISTRATION DOCUMENT 2017 - LEGRAND