LEGRAND_REGISTRATION_DOCUMENT_2017
CORPORATE GOVERNANCE
Administration and management of the company
R 6.1.4.3 POWERS OF THE CHIEF EXECUTIVE OFFICER Subject to internal limitations which are non-binding to third parties and which the Board of Directors may fix to its powers in the internal rules, the Chief Executive Officer is vested with the widest powers to act under any circumstances on behalf of the Company. These powers are to be exercised within the limits resulting from the Company’s corporate purpose and the powers expressly reserved by law to General Meetings of Shareholders and to the Board of Directors. The internal rules of the Board of Directors list the important decisions and transactions requiring prior approval from the Board of Directors. These decisions and transactions are presented in section 6.1.1.2 of the Company’s Registration Document. R 6.1.4.4 EXECUTIVE COMMITTEE The Executive Committee is made up of a tightly-knit nine- member teamwhich has varied and complementary expertise. All members of the Committee understand the core business of the Group and its stakes. This Committee gathers together countries’ General Management but also operational departments’ support of these countries. Several nationalities are represented on the Committee (French, American and Italian), reflecting Legrand’s history and business breakdown.
Plurality of mandates Mr. Gilles Schnepp, Chairman of the Board of Directors, is also a member of the Board of Directors of another French listed company. With regard to the non-executive director, the Board can formulate specific recommendations concerning his or her status and particular duties. Moreover, as mentioned in section 6.1.1.1 above, the Chairman of the Board of Directors is required to inform the Chairman of the Nominating and Governance Committee of any intention to take on another directorship, and must ask the Board for its opinion before accepting any new directorship in a listed company, in line with the provisions of the Board’s internal rules. Mr. Benoît Coquart, Chief Executive Officer, does not hold any other mandate in another French listed company. The number of mandates held by Benoît Coquart is therefore in line with the Corporate Governance Code, which recommends that executive corporate officers not hold more than two other mandates in listed companies outside their group, including foreign ones.
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As of the filing date of this Registration Document, the Executive Committee, which includes two women, is made up of the following
Name
Duties
Date of joining the Group
Mr. Benoît Coquart
Chief Executive Officer
1997
Ms. Karine Alquier-Caro
Executive VP Purchasing
2001
Ms. Bénédicte Bahier
Executive VP Legal Affairs
2007
Mr. Antoine Burel
Chief Financial Officer
1993
Mr. Xavier Couturier
Executive VP Human Resources
1988
Mr. Paolo Perino
Chairman of Bticino and Executive VP of Strategy and Development
1989
Mr. John Selldorff
President and Chief Executive Officer of Legrand North & Central America
2002
Mr. Patrice Soudan
Deputy Chief Executive Officer, Executive VP Group Operations
1990
Mr. Frédéric Xerri
Executive VP Export
1993
6.1.5 –Service agreements
As of the date of this Registration Document and as far as the Company is aware, no existing services contract has been entered into between members of the administrative or management bodies and the Company or any of its subsidiaries that provides for the award of benefits.
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REGISTRATION DOCUMENT 2017 - LEGRAND
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