LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Administration and management of the company

6.1.4 –General Management of the Company

R 6.1.4.1 IDENTITY OF THE CHIEF EXECUTIVE OFFICER OF THE COMPANY Mr. Benoît Coquart is responsible for the general management of the Company. The Board of Directors on February 7, 2018, on the proposal of Gilles Schnepp and recommendation of the Nominations and Governance Committee, decided to separate the duties of the Chairman and Chief Executive Officer as of February 8, 2018, and to appoint Benoît Coquart as Chief Executive Officer. Please see page 337 of the Company’s Registration Document for on the biography of Mr. Benoît Coquart. R 6.1.4.2 FUNCTIONING OF THE GENERAL MANAGEMENT OF THE COMPANY Principles The Board of Directors shall decide, under the conditions set out in the Company’s Articles of Association, whether the general management is performed by the Chairman of the Board of Directors or by another individual bearing the title of Chief Executive Officer. Shareholders and third parties are informed of this decision in accordance with applicable laws and regulations. The management structure can be changed at any time. The Board of Directors must discuss whether to keep the current system whenever the mandate of the Chairman of the Board of Directors or the Chief Executive Officer comes to an end. When the Chairman of the Board of Directors is responsible for the general management of the Company, the following provisions relating to the Chief Executive Officer apply. The Chief Executive Officer must always be a physical person aged under 65 at the time of appointment. When the Chief Executive Officer has reached this age limit, he/she is considered as having resigned from the role after the Ordinary General Meeting of Shareholders called to approve the financial statements from the past year and held in the same year the age limit is reached. The Chief Executive Officer can always be reelected. The Chief Executive Officer may or may not be a Director. If the Chief Executive Officer is not a Director, he/she attends meetings of the Board of Directors in an advisory capacity, except if the Board decides otherwise by a simple majority. If the Chief Executive Officer is temporarily unable to perform his/her functions, the Board of Directors may appoint a Director to act as Chief Executive Officer. The Board of Directors shall determine the compensation and duration of the role of Chief Executive Officer. If the Chief Executive Officer is a Director, this term of office may not extend beyond his/her term of office as a Director. Choice relating to general management of the Company

On the proposal of the Chief Executive Officer, the Board of Directors may appoint a maximum of five Chief Operating Officers to assist him/her. The Chief Operating Officer must always be a physical person. They may or may not be a Director. In agreement with the Chief Executive Officer, the Board shall determine the scope and duration of the Chief Operating Officer’s powers, which may not exceed the powers of the Chief Executive Officer as well as the duration of the Chief Executive Officer’s role. The Board shall determine the compensation of each Chief Operating Officer. If the Chief Executive Officer leaves, the Chief Operating Officer shall remain in office unless a new Chief Executive Officer is appointed (unless a decision to the contrary is taken by the Board). Chief Operating Officers can be re-appointed and are subject to the same age limits as the Chief Executive Officer. Choice of the separation of the offices of Chairman and Chief Executive Officer by the Board of Directors According to the Code of Corporate Governance, “ corporations with boards of directors have a choice between separation and combination of the offices of chairman and chief executive officer. The law does not favor either formula and allows the Board of Directors to choose between these two forms of exercise of executive management ”. At its meeting of March 17, 2006, the Board of Directors decided to combine the functions of Chairman and Chief Executive Officer, both to be assumed by Mr. Gilles Schnepp. This form of governance was chosen in the context of the Company’s initial public offering. Mr. Gilles Schnepp, during the Board of Directors meeting of February 7, 2018, proposed to the Board of Directors a change in governance for the Group in order to proceed with Legrand’s development under the best possible circumstances. Therefore, on the proposal of Mr. Gilles Schnepp and the recommendation of the Nominating and Governance Committee, the Board of Directors decided to separate the offices of the Chairman and Chief Executive Officer as of February 8, 2018. This permanent separation is in line with the best governance practices. It allows both offices to be fully exercised. Consequently, the Board of February 7, 2018, decided to renew Mr. Gilles Schnepp in his office as Chairman of the Board of Directors, to recommend the renewal of his directorship during the next General Meeting of Shareholders on May 30, 2018, and to appoint Mr. Benoît Coquart to succeed him as Chief Executive Officer of Legrand. The appointment of Mr. Benoît Coquart places at the head of Legrand’s general management a next-generation executive, who is fully aware of the challenges of the Group and its industry, and who has demonstrated his leadership skills by holding key strategic and operating positions at Legrand for over 20 years.

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REGISTRATION DOCUMENT 2017 - LEGRAND