LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Compensation and benefits of company officers

R 6.2.2.2 COMPENSATION OF NON-EXECUTIVE OFFICERS Rules of allocation of attendance fees paid to Directors The Board of Directors allocates attendance fees to Directors based on the recommendation of the Compensation Committee and on the total amount of attendance fees authorized by the Shareholders’ General Meeting. The maximum amount of attendance fees authorized by the May 27, 2014 General Meeting of Shareholders is €800,000. This amount remains valid until a new resolution setting out a new amount is adopted by the Shareholders’ General Meeting. The Board of Directors at its meeting of March 20, 2018, on the recommendation of the Compensation Committee, has decided to raise this total amount to €900,000. The envelope was increased to take into account: W the possibility of appointing new directors in the future whose profile would contribute to promoting diversity on the Board of Directors; W additional meetings of the Board of Directors and its specialized committees: for example, in 2017, the Audit Committee held four additional meetings dedicated to regulatory, exceptional or topical issues as well as an additional meeting of the Strategy and Social Responsibility Committee dedicated to the acquisition of Milestone AV Technologies. It is recalled that the Chairman of the Board of Directors does not receive attendance fees and attendance fees are therefore distributed among the other Directors including the Director representing employees. This increase in the amount of the annual maximum envelope will be submitted to the approval of the Combined General Meeting of May 30, 2018, as the ninth resolution. It will be reported in the Company’s 2018 Registration Document. The allocation of attendance fees between Directors takes into account effective Directors’ participation on the Board of Directors and its specialized committees. Specific duties, such as that of Lead Director, may result in the allocation of additional attendance fees or the payment of exceptional compensation subject to the application of the procedure for related party agreements.

The Board of Directors decided, from the 2014 financial year, to allocate the attendance fees paid to Directors as follows: W €20,000 a year paid to each Director as part of the fixed portion of attendance fees, to which is added €5,000 each time the Director attends a Board meeting. Because the Board of Directors met six times in 2017, the maximum variable portion of attendance fees for the year 2017 amounted to €30,000, in line with the Code of Corporate Governance which recommends that the variable portion of attendance fees be predominant; W €2,000 is also paid to each Director who is also a member of a specialized committee for each specialized committee meeting they attend (thus, a Director who fails to attend any meetings of the specialized committee to which he or she belongs would receive no attendance fees in this regard); and W an additional €20,000 paid to the Chairman of the Audit Committee and an additional €10,000 paid to the Chairmen of the other specialized committees. With regard to the Lead Director, and in view of his specific duties, the Board of Directors decided to allocate to said Director an additional amount of attendance fees corresponding to one time the fixed portion of attendance fees for one year (information regarding the Lead Director’s duties is provided in section 6.1.2 of the Company’s Registration Document). These rules for allocation of attendance fees comply with the Code of Corporate Governance. Lastly, according to the Company’s internal rules, each Director is required to acquire, during his/her mandate, a number of shares (which he/she will personally hold) equivalent to one full year of his/her portion of Directors’ fees. For calculation purposes, it is assumed that (i) the concerned Director attends, over one financial year, all meetings of the Board and of the special committee(s) to which the concerned Director belongs, and (ii) the reference Legrand stock price is the average Legrand stock price over the previous financial year. The minimum number of shares to be held personally and kept throughout the term of his/her mandate is set at 500. Summary of amounts paid to directors in attendance fees for 2016 and 2017 The table below presents the amounts paid in attendance fees for 2017 and 2016 for the participation of the Directors in the work done in the previous year. The amount of attendance fees is

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REGISTRATION DOCUMENT 2017 - LEGRAND