LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

As at the date of the Company’s registration document, the Board of Directors is composed of ten members including the Chairman of the Board, the Lead Director and the Director representing employees. The biographies of the Company’s directors can be found on pages 369-378 of the Company’s registration document. In addition, on the date of publication of this registration document and under the terms of an agreement with the unions, four representatives of the Central Workforce Relations and Economic Committee also attend meetings of the Company’s Board of Directors in an advisory capacity. Pursuant to article L. 225-27-1 of the French Commercial Code as amended by French act no. 2015-994 of August 17, 2015 on social dialogue and employment, the Central Workforce Relations and Economic Committee at its meeting on February 1, 2018 decided on the appointment procedures for the director(s) representing employees on the Company’s Board of Directors, and chose to have the Central Works Council make the appointment.

Accordingly, Mr. Philippe Jeulin was appointed by the Central Works Council to hold the position of Director representing employees from June 26, 2018. As the number of directors was less than 12 (noting that the director representing employees is not included in the calculation) on the day of appointment, only one director representing employees has been appointed pursuant to the current statutory provisions. The director appointed to represent the employees has the same status, rights, and responsibilities as the other directors. As such, he is subject to all the provisions of the internal rules governing directors’ rights and obligations.

Since 2011, directors’ terms of office have gradually been staggered, as reflected in the following table:

2019 Shareholders’ General Meeting

2020 Shareholders’ General Meeting

2021 Shareholders’ General Meeting

2022 Shareholders’ General Meeting

Number of directorships due for renewal

1

3

1

5

6

Absence of convictions or conflicts of interest On the date this registration document was filed and as far as the Company is aware, none of the Company directors: W have family links with other Company directors; W have been convicted of fraud within the last five years; W have been associated with any bankruptcy, receivership or liquidation within the last five years; W have been convicted of any offense and/or received an official public penalty issued by the statutory or regulatory authorities (including professional bodies); W have been prohibited by a court from sitting on an administrative, management or supervisory body of an issuer or from taking part in the management or conduct of an issuer’s business over the last five years. In keeping with its corporate governance responsibilities, the Board of Directors has adopted a Directors’ Charter, which has been integrated into the internal rules. This Directors’ Charter sets forth the rights and obligations of the directors and is binding upon each director.

Pursuant to the provisions of the Directors’ Charter, directors undertake (i) to inform the Lead Director and the Board of any actual or potential conflict of interest, to abstain from related discussions and votes in accordance with the Code of Corporate Governance and (ii) to avoid any personal engagement with businesses that are competitors of the Company and its Group without having informed the Board of Directors and obtained its consent. In addition, the Board of Directors’ internal rules lay down the requirements for preventing and managing conflicts of interest. Specifically, they state that the Company’s Lead Director is responsible for preventing conflicts of interest from arising by conducting awareness-raising initiatives on the existence of facts likely to lead to such conflicts. Accordingly, the Lead Director is informed by each director of any actual or potential conflict of interest, and reports on these to the Board, as he/she does on any actual or potential conflict of interest which he/she may detect independently. No actual or potential conflict of interest has been reported to the Lead Director or to the Board of Directors. Furthermore, the Chairman of the Company’s Board of Directors has undertaken to inform the Chairman of the Nominating and Governance Committee of any intention to take on another directorship.

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LEGRAND

REGISTRATION DOCUMENT 2018