The Legrand Group Charter of Fundamental Principles

The Legrand GroupCharter ofFundamental Principles

OUR CULTURE AND COMMITMENTS

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The Legrand Group has proveditself capable of facing up tonumerous changes while takinginto account its employees’interests and remaining faithfulto its essential feature, itscorporate culture. We thereforethink it necessary to set outand formalise the main guidingprinciples that characteriseour Group and give it its drivingforce, so as to sustain, assertand promote awareness of theseprinciples. Such is the purposeof this document entitled “TheLegrand Group Charter ofFundamental Principles”.

This document is intended tobe distributed throughout theGroup and to all its partners. Itdescribes all the rules of conductto be followed under our policies.

The principles described hereinespecially fit Legrand’s businessareas and specific requirementsand, as such, provide a workingframework. More importantly, thisdocument reflects how our Groupthinks and feels about doingbusiness;

it also states the values weuphold and look for in others,and how we wish to distinguishourselves as a company.

Also, this document forms anintegral part of our SustainableDevelopment Policy.

The Board of Directors of LegrandSA has adopted these principlesfor the whole Group.

I wish to see everyone makethe following charter their ownand implement it within theircompany.

Gilles SchneppChairman and CEO

Everyone shouldmake this

document theirown and

implement itwithin their

company


1. GroupEthics of BehaviourCustomerResourcInnovation

2. Code of EthicsRole of thThe CodeScope ofRespectCompliancCompliancRelations with ThirAffiliationProtectiProprietFinanciaAccountProtectioWaivers

3. Preven

4. Envir

5. Concl

The Legrand GroupCharter ofFundamental Principles


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Contents

1. Group Values 5Ethics of Behaviour 5Customer Awareness 5Resource enhancement 5Innovation 5

2. Code of Ethics 7Role of the Code of Ethics 7The Code of Ethics and Applicable Law 7Scope of the Code of Ethics 8Respect for individuals 8Compliance with the Rules Governing Business Practices 9Compliance with Good Business Practices 9Relations with Third Parties 9Affiliations, Employment or Activities 10Protection and Proper Use of the Company’s Assets 10Proprietary and Confidential Information 11Financial information 12Accountability 13Protection against Retaliation 13Waivers and Amendments 13

3. Prevention Charter 15

4. Environment Charter 17

5. Conclusion 19


“Ethics of behaviour,awareness, ResourInnovation” are theunderlying our manThese values have bewithin the company,of our corporate cuthem internally throughprinciples and exterelationships with our partner

n Ethics of Behaviour…Foster lasting relatioand trust between thewho make up the groustraightforward in-hreliability in outside e

n Customer AwarenHighlight the qualityand services towardsboost Legrand’s imagepartner with innovat

Towsustainedprofit

development


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5“Ethics of behaviour, Customerawareness, Resource enhancement,Innovation” are the core valuesunderlying our management philosophy.These values have been built over timewithin the company, and are the essenceof our corporate culture. We transmitthem internally through our managementprinciples and externally via ourrelationships with our partners.

n Ethics of Behaviour…Foster lasting relationships of respectand trust between the men and womenwho make up the group, thus encouragingstraightforward in-house contacts andreliability in outside exchanges.

n Customer Awareness…Highlight the quality of our commitmentsand services towards our customers, toboost Legrand’s image as a premiumpartner with innovative solutions.

n Resource enhancement…Optimise the use of our resources toconquer new markets, while constantlyseeking to increase our profitability byimproved use of capital employed in aperspective of sustainable development.

n Innovation…Develop ongoing innovation in all areas.

These four Group-level values underscoreour identity and are essential to sustainedprofitable development.

1. GroupValues

Towardssustainedprofitable

development


n Role of the Code of EthicsThis Code of Ethics embodiescommitment to condaccordance with apphighest ethical standarcontrol physical or mworking, industrial,legal context. It is intguidance in recognisingethical issues, provididentifying and reviewingor unlawful conduct, and in helpingto maintain a cultureaccountability. It comrules of conduct whibound to respect.

n The Code of Ethics And ApplicIt is each employee’saware of all of the ruthe scope of their jobespecially the laws aapplicable to their ownEmployees shall applcare and act accordiethical standards whenbusiness.

The Codeethics is intended

to proguidan


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7n Role of the Code of EthicsThis Code of Ethics embodies the Group’scommitment to conduct business inaccordance with applicable law and thehighest ethical standards in order tocontrol physical or moral hazards in theworking, industrial, environmental orlegal context. It is intended to provideguidance in recognising and dealing withethical issues, providing a mechanism foridentifying and reviewing any unethicalor unlawful conduct, and in helpingto maintain a culture of honesty andaccountability. It completes the in-houserules of conduct which everyone is duty-bound to respect.

n The Code of Ethics And Applicable LawIt is each employee’s responsibility to beaware of all of the rules applicable withinthe scope of their job responsibilities,especially the laws and regulationsapplicable to their own activity.Employees shall apply these with specialcare and act according to the highestethical standards when conductingbusiness.

In the event of any uncertainty or doubt,employees should consider how theyor the company would be perceived ifthis conduct were to be made public.Employees are to consult their immediatesupervisor, or the Group HumanResources Department or Group LegalDepartment on any issue concerningethical or legal requirements.

This Code of Ethics shall be read inconjunction with all other Companypolicies, practices and procedures. Allsuch policies, practices and procedures,together with their successive revisions,are collectively referred to in this Code ofEthics as the “Company Policies”.

1) Email address: [email protected] address: Direction Juridique Groupe et Direction desRessources Humaines Groupe LEGRAND -82 rue Robespierre BP 37 – 93171 Bagnolet Cedex - France

2. Code ofEthics

The Code ofethics is intended

to provideguidance


n Compliance withBusiness PracticesTruly ethical businesfounded on more tharamifications and thedge that may resulpractices require a cof the requirementsfairness, and a motiof Group employeesin accordance with tThe Company thus defines sstandards that fit intethical principles.

They rely on partnercommercial agreemeand concluded in stwith national and suprEuropean Union) regulations and withrelated jurisprudencregards rules of markdiscriminatory commthe principle of free

n Compliance withThe Company expectto actively further theGroup. It also expectsfairly, ethically and icomplies with all applicregulations. To thatshould take unfair advthrough manipulation,abuse of privileged

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8 n Scope of the Code of EthicsThis Code of Ethics applies to allemployees (including the chairman ofthe board, executive officers and officers,as well as those of our direct andindirect subsidiaries), hereafter referredto individually as an “employee” orcollectively as the “employees”.

n Respect for individualsThe Legrand Group means to ensurethat each employee benefits from fairand reasonable working conditions asspecified under law. Accordingly, theGroup’s human resources policy isbased on compliance with the UniversalDeclaration of Human Rights(1) and theILO’s International Labour Code(2), whichrefers to the following issues: freedom ofassociation and the effective recognitionof the right to collective bargaining; theelimination of all forms of forced orcompulsory labour; the effective abolitionof child labour; and the elimination ofdiscrimination in respect of employmentand occupation.

All forms of discrimination - such asrelating to age, gender or origin, etc.- are prohibited. The Group strivesto guarantee that applicants andemployees are dealt with equally, andthat all decisions concerning recruitment,selection, training, promotion,

compensation and career managementare based solely on objective criteriarelating to the job and skills of therelevant individuals.

Employees, whatever their grade,shall make sure that their behaviour isconsistent with the Group’s commitment.Managers shall endeavour to preventsituations involving harassment ordiscrimination and shall deal promptlywith any problematic situations that arisewithin their teams.

Each person has the option ofcontacting the ethics correspondentresponsible for their area, or the GroupHuman Resources Department or theGroup Legal Department(3) in order todiscuss any difficulties they may haveencountered. Requests and queries willbe handled as quickly as possible, in fullrespect of the necessary confidentialityand the people involved.

1) Adopted by the United Nations General Assembly in resolution217 A (III) dated 10 December 19482) Adopted in June 19983) Email address: [email protected] address: Direction Juridique Groupe et Direction desRessources Humaines Groupe LEGRAND -82 rue Robespierre BP 37 – 93171 Bagnolet Cedex - France

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All forms ofdiscrimination

- such as relatingto age, gender or

origin, etc.- are prohibited


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9n Compliance with the Rules GoverningBusiness PracticesTruly ethical business practices arefounded on more than a fear of legalramifications and the competitiveedge that may result. Ethical businesspractices require a clear understandingof the requirements of honesty andfairness, and a motivation on the partof Group employees to act at all timesin accordance with these requirements.The Company thus defines strictstandards that fit into a strong set ofethical principles.

They rely on partnerships andcommercial agreements drawn upand concluded in strict compliancewith national and supranational (e.g.European Union) regulations and withrelated jurisprudence, particularly asregards rules of market access, non-discriminatory commercial practices andthe principle of free competition.

n Compliance with Good PracticesThe Company expects its employeesto actively further the interests of theGroup. It also expects them to do sofairly, ethically and in a manner that fullycomplies with all applicable laws andregulations. To that end, no employeeshould take unfair advantage of anyonethrough manipulation, concealment,abuse of privileged information,

misrepresentation of material facts orany other intentional unfair dealing orpractice.

n Relations with Third PartiesPersonal “conflicts of interest”(1) existany time employees face a choicebetween their personal interests andthe interests of the Company. Suchconflicts may call into question theCompany’s integrity. It is thereforecrucial that service to the Company notbe subordinated to personal gain andadvantage and that all employees beaccountable for acting in the Company’sbest interest and for avoiding even theappearance of a conflict.

In particular, all employees shall ensurethat their personal interest nor that oftheir immediate family, shall conflictwith the company’s interests or influencetheir choice in the event of having tomake a decision. Employees should,where applicable, make their decisionin full understanding and fairness to theGroup, and, if in doubt, seek assistancefrom their supervisor, the Group HumanResources Department or the GroupLegal Department.

1) Without prejudice to the inalienable rights of the individual asrecognized by the constitution, the labour code, etc.2) Email address: [email protected] address: Direction Juridique Groupe et Direction desRessources Humaines Groupe LEGRAND -82 rue Robespierre BP 37 – 93171 Bagnolet Cedex - France n

eer managementjective criteria

kills of the

heir grade,e that their behaviour is

up’s commitment.our to preventssment or

discrimination and shall deal promptlysituations that arise

option ofrrespondenta, or the Group

Department or thet(3) in order tohey may haveand queries wills possible, in full

sary confidentiality

General Assembly in resolution

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This Codeof Ethics

appliesto all

employees


n Proprietary and ConfidentInformationIn the course of theirCompany, employeeprovided access to inthe Company’s clieninformation systemsstrategic plans, feesother knowledge conby the Company or itsidentified as such.

Any such information shall not bedisclosed or used byduring or subsequenthe Company, excepauthorised by their supervisorincludes, but is not lstored on any compuas proprietary softwfor the Company.

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10 Affiliations, Employment or ActivitiesAny employee providing a service (paid,unpaid, elected, appointed or otherwise)to a supplier, client or competitor orany business (other than that of theCompany) that may give rise to a conflictof interest shall report said service totheir immediate supervisor, the GroupHuman Resources Department or theGroup Legal Department.

In certain limited cases, activities givingrise to potential conflicts of interestmay be permitted if they are determinednot to be harmful to the Company. Anysuch determination will need the writtenapproval of an executive officer and thespecific approval of the Board in casesinvolving a senior executive.Moreover,service by any employee on a boardor in an advisory position with othercompanies that compete directly withLegrand is not allowed.

Legrand’s chairman and executivedirectors shall inform the Board priorto accepting an appointment to theboard of directors of another businesscorporation, in order to avoid potentialconflicts of interest and to allow forassessment of whether the aggregatenumber of directorships and attendantresponsibilities held by an employeewould interfere with said employee’sability to properly discharge their duties.

In the event of participation in publiclife, the employee shall refrain fromcommitting the Group in any waywhatsoever, be it morally or financially,in these activities.

n Protection and Proper Use of theCompany’s AssetsEmployees are not permitted to takeor make unauthorized use of, orknowingly misappropriate the propertyof the Company (see Company rules ortheir equivalent and IT Charter) for theindividual’s own use, the use of anotheror for an improper or illegal purpose.

Should an employee leave the company,they shall, in particular, be required toreturn all sums and tools made availableto them during their work at the Group(see the employee discharge procedure).1) Email address: [email protected] address: Direction Juridique Groupe et Direction desRessources Humaines Groupe LEGRAND -82 rue Robespierre BP 37 – 93171 Bagnolet Cedex - France

any employeepossesses confidenti

information hasresponsibility to

that informaconfidential with

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Employers shouldmake their decision

in full understandingand fairness to

the Group, and seekassistance fromtheir supervisor

if in doubt


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11n Proprietary and ConfidentialInformationIn the course of their service with theCompany, employees may acquire or beprovided access to information regardingthe Company’s clients, trade practices,information systems, marketing orstrategic plans, fees and revenues, andother knowledge considered proprietaryby the Company or its partners andidentified as such.

Any such information shall not bedisclosed or used by employees, eitherduring or subsequent to their service withthe Company, except where expresslyauthorised by their supervisor. Thisincludes, but is not limited to, informationstored on any computer system as wellas proprietary software developed by orfor the Company.

Each employee is required to list all thesensitive information for which they areresponsible, to identify this informationas confidential whenever it is necessaryto transmit it, and to make sure that theappropriate confidentiality measures havebeen set up. This requirement shall becomplied with throughout the informationlife cycle, i.e. from creation up todestruction on any media (e.g. printed,electronic, etc.) and for any use (internalor external to the Group).

In all cases, when authorised to do so,employees shall be discreet with thisinformation and avoid communicatingCompany matters in ways that aresusceptible to interception or use by thirdparties.

It is critically important that financialstatements and related disclosuresbe free of material errors.

participation in publicrefrain from

n any wayly or financially,

oper Use of the

ermitted to takeuse of, orate the property

of the Company (see Company rules orCharter) for the

he use of anotherlegal purpose.

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ools made availableork at the Groupharge procedure).

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any employee whopossesses confidential

information has theresponsibility to keep

that informationconfidential within

the Company


n AccountabilityIt is the responsibility of each emplto carefully read andCode of Ethics and,seek clarification fromon particular points.

Individuals who failCode of Ethics, including supervisorwho fail to report wbe subject to such mprovided for in the labCompany rules or th

Violation of certain oPolicies potentiallyCompany and thoseliability and damages, rsanction, and/or crim

Each individual is respromptly reporting tany concerns they mayto a failure, or to a lrequirement likely tCompany’s interestsalso be discussed wResources DepartmeLegal Department(1)

individual is responsthe authorised manageconformity or hazarmay be aware of.

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12 n Financial informationIt is crucial that all books of account,financial statements and records ofthe Company reflect the underlyingtransactions and any disposition of assetsin a full, fair, accurate and timely manner.

All employees involved in the Company’sdisclosure process are required toknow and understand the disclosurerequirements applicable within thescope of their responsibilities and shallendeavour to ensure that informationin documents that Legrand may filewith or submit to the Securities andExchange Commission (SEC(1)) or tothe French Stock Market supervisoryauthority AMF(2), or otherwise discloseto the public, is presented in a full, fair,accurate, timely and understandablemanner. Additionally, each employeeinvolved in the preparation of theCompany’s financial statementsshall prepare those statements inaccordance with Generally AcceptedAccounting Principles, (GAAP(3) or IFRS(4)),consistently applied, and any otherapplicable accounting standards andrules, so that the financial statementsmaterially, fairly and completely reflectthe business transactions and financialsituation of the Company.

Furthermore, it is critically important

that financial statements and relateddisclosures be free of material errors.

Employees are prohibited from knowinglymaking or causing others to make amaterially misleading, incomplete orfalse statement to an accountant or anattorney in connection with an auditor any filing with any governmental orregulatory entity (such as the SEC(1))

Accordingly, no employee, or any personacting under their direction, shall directlyor indirectly take any action to coerce,manipulate, mislead or fraudulentlyinfluence any of the Company’s auditorsif they know (or should know) that theiractions, if successful, could result inrendering the Company’s financialstatements materially misleading.

Each employee has to read carefully thisCode of Ethics.

1) Securities and Exchange Commission2) Autorité des Marchés Financiers3) Generally Accepted Accounting Principles4) International Financial Reporting Standards

Reporting ethconcerns

not leadany retalia

...Each emplhas to

carefullyCode of Ethics

it is criticallyimportant

that financialstatements and

related disclosuresbe free of material

errors.


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13n AccountabilityIt is the responsibility of each employeeto carefully read and comply with thisCode of Ethics and, where needed, toseek clarification from their supervisorson particular points.

Individuals who fail to comply with thisCode of Ethics, including supervisorswho fail to report wrongdoing, maybe subject to such measures as areprovided for in the labour code andCompany rules or their equivalent.

Violation of certain of the Company’sPolicies potentially subjects theCompany and those involved to civilliability and damages, regulatorysanction, and/or criminal prosecution.

Each individual is responsible forpromptly reporting to their supervisorsany concerns they may observe relatingto a failure, or to a legal or regulatoryrequirement likely to adversely affect theCompany’s interests. Such issues mayalso be discussed with the Group HumanResources Department or the GroupLegal Department(1). Similarly, eachindividual is responsible for reporting tothe authorised managers any failures inconformity or hazardous situations theymay be aware of.

n Protection against RetaliationNo individual will be subject to retaliationof any kind (or threat of retaliation)for reporting in good faith any ethicalconcerns. Any individual who believesthat they have been retaliated against(or threatened or harassed) in violationof this policy should immediately reportthe matter either to their immediatesupervisor, or to the Group HumanResources Department or the GroupLegal Department.

n Waivers and AmendmentsAny amendments to this Code of Ethicsshall be approved by the Board.

The Company shall keep its employeesinformed of any amendment to this Codeof Ethics, and each employee shall keephim/herself informed of such revisions.1) Email address: [email protected] address: Direction Juridique Groupe et Direction desRessources Humaines Groupe LEGRAND -82 rue Robespierre BP 37 – 93171 Bagnolet Cedex - France

s and relatedaterial errors.

d from knowinglyers to make ancomplete orcountant or an

onnection with an auditvernmental or

ory entity (such as the SEC(1))

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Reporting ethicalconcerns must

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...Each employeehas to read

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For the purposes ofwell-being, the legrdrawn up a preventicharter sets out thelegrand’s policy in mhealth and safety, itthe group’s entities

Legrand group manaendeavoured to prevsame time preservinand protecting its aseach person, whatevthe company, must man on-going concerninto each activity on

This approach, an intrinsic part ofLegrand culture, is pthe Group and mustlong-term if our poliof occupational, envirassets-related risksdevelopment efforts.issue is based aroundfundamental principlsummarise the objectiv

n Absolute compliaapplicable law and cagreements in everyGroup carries out itsthe ILO-OSH 2001 guiunavoidable risks musand the actions requirmust be implementeevery level acts as thof compliance with prequirements.

This policforms

of an apprtarge

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15For the purposes of ensuring personalwell-being, the legrand group hasdrawn up a prevention charter. Thischarter sets out the major principles oflegrand’s policy in matters of workplacehealth and safety, it is applicable to all ofthe group’s entities and establishments.

Legrand group management has alwaysendeavoured to prevent risks, while at thesame time preserving the environmentand protecting its assets. It believes thateach person, whatever their position inthe company, must make these issuesan on-going concern by integrating theminto each activity on a daily basis.

This approach, an intrinsic part ofLegrand culture, is promoted throughoutthe Group and must be applied in thelong-term if our policy for the preventionof occupational, environmental andassets-related risks is to complete ourdevelopment efforts. Group policy on thisissue is based around threefundamental principles that togethersummarise the objectives and means.

n Absolute compliance with theapplicable law and collectiveagreements in every country where theGroup carries out its business, and withthe ILO-OSH 2001 guidelines. At the least,unavoidable risks must be assessedand the actions required to control themmust be implemented. Management atevery level acts as the local guarantorof compliance with preventionrequirements.

n The integration of safety and theenvironment into our industrialapproach, both in terms of technicaland management issues and in thefinancing of the appropriate measures.Management is supported andadvised in this role by the preventionfunction. Employees and their relevantrepresentatives are linked to thisapproach through consultations providedfor in the reference texts.n The alignment of prevention strategiesboth to develop, whenever possible,shared methods and tools suited tothe Company’s need and to optimisethe application of Group resources.Accordingly, the gradual implementationof a Groupwide occupational health andsafety management system is to makeit possible to set up a shared base ofminimum requirements and trackingindicators.This policy forms part of a cooperativeapproach targeting continuous progress.In order to lead this process, unit andsubsidiary managers must involveManagement at all levels, assisted by thelocal prevention function and the skillsof the Corporate-level support functions.Furthermore, this global approach shouldenable the whole Group to take advantageof the instruction gained from anysignificant event occurring in one of itsentities.Risk control is not only a factor ofproductivity, it is, above all else, anessential condition for sustainabledevelopment.

Gilles Schnepp, Chairman and CEO

3. Prevention CharterThis policyforms part

of an approachtargeting

continuousprogress


Forward planning aforms the basis of oapproach, coupled withwith regulations and rThe Legrand Groupnumber of key actionthroughout its businthe aim of fosteringDevelopment and grenvironment. This chartthese commitments

n Integrate the envdimension into eachControl risks and seenvironmental manaall Legrand industriaISO 14001. Continuoperformance of ourtheir environmental

n Factor in the envirright from the desigproducts, systems aDeploy an innovativeat all Legrand Groupmaking it possible tothe environmental impactthroughout their life

Theof the G

is to contdevelopinnovsolutions


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17Forward planning and risk controlforms the basis of our environmentalapproach, coupled with compliancewith regulations and requirements.The Legrand Group has identified anumber of key actions to be deployedthroughout its business activities withthe aim of fostering both SustainableDevelopment and greater respect for theenvironment. This charter formalisesthese commitments.

n Integrate the environmentaldimension into each Group unitControl risks and set up a voluntaryenvironmental management system atall Legrand industrial units certified toISO 14001. Continuously improve theperformance of our units and reducetheir environmental impact.

n Factor in the environmental dimensionright from the design phase of ourproducts, systems and solutions.Deploy an innovative eco-design approachat all Legrand Group Design Offices, thusmaking it possible to measure and reducethe environmental impact of our productsthroughout their life cycle.

n Keep our customers informed in orderto help them choose the best solutionsProvide our customers withunderstandable and transparentenvironmental information on ourproducts, systems and solutions thatexplains their environmental impact(composition, manufacture, logistics, useand end-of-life)

n Offer our customers solutionsdesigned to improve the energyefficiency of buildingsConceive and design solutions thatpromote energy savings for residential,commercial or industrial facilities.

This environmental commitmentintegrates seamlessly into the day-to-day running of our activities by involvingall the actors and making them awareof their responsibilities. It also fitsin with our sustainable developmentapproach, characterised by a dedicationto continuous improvement and regularcommunication on progress.

We are also seeking to raise our partners’awareness and get them to endorse thissustainable development commitment,while at the same time striving to stayconstantly aware of their expectationsand the practices they introduce.

4. EnvironmentCharter

The willof the Group

is to continuedevelopinginnovativesolutions


Each new employeeof the Group’s ChartPrinciples on joiningThe Charter’s principimplemented in everyconduct of all individualsthe Group.This Charter is also avexternal partners, whsuppliers or for inforis why the Charter iGroup’s websites.

Towsustainedprofit

development


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19Each new employee shall receive a copyof the Group’s Charter of FundamentalPrinciples on joining the Company.The Charter’s principles shall beimplemented in every aspect of the dailyconduct of all individuals belonging tothe Group.This Charter is also available to all ourexternal partners, whether clients,suppliers or for information only. Thisis why the Charter is available on theGroup’s websites.

Any revisions or updates to the Chartershall be notified both internally andexternally.Acting within the framework of thisCharter will enable us to ensurethe Group’s sustained profitabledevelopment.

5. Conclusion

Towardssustainedprofitable

development


The updated Legrand Group Charter ofFundamental Principles is available on Dialeg


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Group Internal Communication andExternal Relations Department128, av. de Lattre de Tassigny87045 Limoges Cedex - FrancePhone : 33 (0)5 55 06 87 87télex : 580048 Ffax : 33 (0)5 55 06 88 88

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The Legrand Group Charter of Fundamental Principles