2007 reference document - Legrand

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4 32 INFORMATION ABOUT THE GROUP Organizational structure 4.3.2 - Subsidiaries and shareholdings The main subsidiaries holding equity investments in the Group are described below. For a description of related party transactions, see section 10.3 of this reference document. For a description of the consolidated Group and the holding relationships, see the section entitled “General Information” in section 11.1.2 (notes to the Consolidated Financial Statements) in this reference document. ■ BTICINO CHILE LIMITADA (CHILE) Bticino Chile Limitada is a limited liability company under Chilean law, whose registered offi ce is located at Vincuna Mackenna #1292, Santiago de Chile. Bticino Chile Limitada’s main business is manufacturing and marketing electrical products and systems. In addition, Bticino Chile Limitada exploits the Bticino brand in Chile. Created on June 1, 1968, Bticino Chile Limitada joined the Group on July 1, 1989. Bticino Chile Limitada is wholly owned by Bticino SpA. ■ BTICINO DE MEXICO SA DE CV (MEXICO) Bticino de Mexico SA de CV is a variable capital stock company under Mexican law, whose registered office is located at Carretera 57, Qro a S.L.P. Km 22.7, Santa Rosa de Jauregui, 76220 Queretaro. Bticino de Mexico SA de CV’s main business is designing, manufacturing and marketing electrical products and systems. Created on January 30, 1952, Bticino de Mexico SA de CV joined the Group on August 15, 1989. Bticino de Mexico SA de CV is 69% owned by Bticino SpA and 31% owned by Inversiones GL Limitada. Gilles Schnepp is a d irector of Bticino de Mexico SA de CV. ■ BTICINO SPA (ITALY) Bticino SpA is an Italian corporation whose registered office is located at Via Messina 38, 20154 Milano. Bticino SpA’s main business is manufacturing and marketing electrical products and systems. Bticino SpA joined the Group on January 1, 1989. Bticino SpA is wholly owned by Van Geel Legrand. Gilles Schnepp is a Director and Chairman of the Board of Directors of Bticino SpA. Olivier Bazil is a d irector of Bticino SpA. ■ ELECTRO ANDINA LIMITADA (CHILE) Electro Andina Limitada is a limited liability company under Chilean law, whose registered offi ce is located at Vicuna Mackenna #1292 Santiago de Chile. Electro Andina Limitada’s main business is manufacturing and marketing electrical products and systems. In addition, Electro Andina Limitada exploits the Legrand brand in Chile. Electro Andina Limitada was created and joined the Group on November 5, 1985. Electro Andina Limitada is wholly owned by Legrand France. REFERENCE DOCUMENT 2007 - legrand ■ < Contents > INVERSIONES GL LIMITADA (CHILE) Inversiones GL Limitada is a limited liability company under Chilean law, whose registered offi ce is located at Santiago de Chile. Inversiones GL Limitada’s main business is holding equity investments in other companies. Inversiones GL Limitada was created and joined the Group on December 26, 2001. Inversiones GL Limitada is 66.5% owned by Electro Andina Ltda and 33.5% owned by Bticino Chile Ltda. ■ LEGRAND FRANCE (FRANCE) Formerly known as Legrand SA, Legrand France is the Group’s main operational subsidiary in France. Legrand France is a French stock corporation, registered under number 758 501 001 RCS. Limoges. Its registered office is located at 128, avenue du Maréchal de Lattre de Tassigny, 87000 Limoges. Legrand France’s main business is manufacturing products and systems for electrical installations and their components. Legrand France was created on July 11, 1953. Legrand France is wholly-owned by the Company. Legrand France holds equity investments in other operational subsidiaries of the Group located in France, in the Rest of Europe and in the Rest of the World. Gilles Schnepp is Chairman of the Board of Directors, CEO (Directeur général) and a Director of Legrand France. Olivier Bazil is Chief Operating Offi cer, Vice-Chairman of the Board of Directors and a Director of Legrand France. François Grappotte is Honorary Chairman of the Board of Directors and a Director of Legrand France. ■ LEGRAND HOLDING INC. (UNITED STATES) 8 Legrand Holding Inc. is a Delaware corporation, whose principal place of business is located at 60, Woodlawn Street, West Hartford, CT 06110. Legrand Holding Inc.’s main business is holding equity 9 investments in other companies. Legrand Holding Inc. was created on July 18, 1984 and joined the Group on October 31, 1984. Legrand Holding Inc. is wholly owned by PB Fin Electric BV. 10 Gilles Schnepp is a d irector and Chairman of Legrand Holding Inc. Olivier Bazil is a d irector and Vice-Chairman of Legrand 11 Holding Inc. 12 ■ LEGRAND SNC (FRANCE) 13 Legrand SNC is a general partnership (société en nom collectif) under French law, registered under number 389 290 586 RCS Limoges. Its registered office is located at 128, avenue du CT Maréchal de Lattre de Tassigny, 87000 Limoges. Legrand SNC’s main business is marketing and distributing products under the Legrand brand. Legrand SNC was created and joined the A Group on December 8, 1992. Legrand SNC is wholly owned by Legrand France. Gilles Schnepp is the permanent representative of Legrand France, which is the managing partner (gérant) of Legrand SNC. 1 2 3 4 5 6 7
■ ORTRONICS INC. (UNITED STATES) Ortronics Inc. is a Connecticut corporation, whose registered offi ce is located at 125, Eugene O’Neill Drive, New London, CT 06320. Ortronics Inc.’s main business is designing and marketing VDI products. Ortronics Inc. joined the Group on January 2, 1998. Ortronics Inc. is wholly-owned by Pass & Seymour Inc. In addition, Ortronics holds equity investments in other Group operating companies in the United States. ■ PASS & SEYMOUR INC. (UNITED STATES) Pass & Seymour Inc. is a New York corporation, whose registered offi ce is located at 50, Boyd Avenue, Syracuse, NY 13221. Pass & Seymour’s main business is designing, manufacturing and marketing electrical systems. Pass & Seymour was created on July 23, 1984 and joined the Group on October 31, 1984. Pass & Seymour is wholly owned by Legrand Holding Inc. In addition, Pass & Seymour holds equity investments in other Group operating companies in the United States. Gilles Schnepp and Olivier Bazil are directors of Pass & Seymour. ■ PB FINELECTRIC BV (THE NETHERLANDS) PB Finelectric BV is a simplified joint stock company (société par actions simplifiée) under Dutch law. Its registered office is located at Van Salmstraat 76, 5281 RS Boxtel. PB Finelectric BV’s main business is making equity investments in other companies. PB Finelectric BV was created and joined the Group on December 19, 1991. PB Finelectric BV is 75% owned by Bticino SpA and 25% owned by Legrand France. Olivier Bazil is a director and CEO (Directeur général) of PB Finelectric BV. ■ < Contents > INFORMATION ABOUT THE GROUP Organizational structure THE WIREMOLD COMPANY (UNITED STATES) The Wiremold Company is a Connecticut corporation, whose registered offi ce is at 60, Woodlawn Street, West Hartford, CT USA 06110. The Wiremold Company’s main business is designing, manufacturing and marketing wire cable trays. The Wiremold Company joined the Group on January 8, 2000. It is wholly owned by Legrand Holding Inc. Gilles Schnepp and Olivier Bazil are members of the Board of Directors of The Wiremold Company. ■ VAN GEEL LEGRAND BV (THE NETHERLANDS) Van Geel Legrand BV is a simplifi ed joint stock company (société par actions simplifi ée) under Dutch law. Its registered offi ce is located at Van Salmstraat, 76, Boxtel 5281 RS. Legrand acquired Van Geel in March 2005. Van Geel Legrand BV’s main business is manufacturing and marketing metal cable management systems in the Netherlands and Austria. Van Geel Legrand BV is wholly owned by Legrand France. Gilles Schnepp and Olivier Bazil are directors of Van Geel Legrand BV. 4 REFERENCE DOCUMENT 2007 - legrand 33 1 2 3 4 5 6 7 8 9 10 11 12 13 CT A
Page 1 and 2: REFERENCE DOCUMENT 2007
Page 3 and 4: Pursuant to article 212-13 of its g
Page 5 and 6: 1 < Contents > RESPONSIBILITY FOR T
Page 7 and 8: 1.2 - STATUTORY AUDITORS 1.2.1 - Pr
Page 9 and 10: Date Title October 2007 Legrand pur
Page 11 and 12: 2 GENERAL INFORMATION ON THE GROUP
Page 13 and 14: 2.2.3 - Attractive market GENERAL I
Page 15 and 16: ■ 2.3.3.3 - RIGOROUS TARGET SELEC
Page 17 and 18: Contents > GENERAL INFORMATION ON T
Page 19 and 20: GENERAL INFORMATION ON THE GROUP Su
Page 21 and 22: 3 RISK FACTORS < Contents > REFEREN
Page 23 and 24: RISK FACTORS The table below presen
Page 25 and 26: knowledge of their national markets
Page 27 and 28: The Group is subject to stringent l
Page 29 and 30: 4 INFORMATION ABOUT THE GROUP < Con
Page 31 and 32: 4.1.6 - Important events in the dev
Page 33: 4.3 - ORGANIZATIONAL STRUCTURE The
Page 37 and 38: 5 THE GROUP’S BUSINESS < Contents
Page 39 and 40: Initial public offering In April 20
Page 41 and 42: 5.1.3 - Competitors Legrand has est
Page 43 and 44: Group’s share capital, and, as a
Page 45 and 46: past fi ve years. Legrand believes
Page 47 and 48: in which it operates) are equipped
Page 49 and 50: them to access comfort, security an
Page 51 and 52: 5.2.4 - Distribution, customers and
Page 53 and 54: In addition to pulling its products
Page 55 and 56: Site or Subsidiary Spain Legrand Es
Page 57 and 58: 6 < Contents > SUSTAINABLE DEVELOPM
Page 59 and 60: 6.2 - 2007 RESULTS AND COMMITMENTS
Page 61 and 62: ■ use (maintenance and energy con
Page 63 and 64: Worldwide - by professional categor
Page 65 and 66: 7 < Contents > MANAGEMENT REPORT ON
Page 67 and 68: 7.3 - OPERATING PROFITS 7.3.1 - Int
Page 69 and 70: ■ 7.3.2.3 - ADMINISTRATIVE AND SE
Page 71 and 72: ■ MANAGEMENT REPORT ON THE CONSOL
Page 73 and 74: MANAGEMENT REPORT ON THE CONSOLIDAT
Page 79 and 80: It was partially offset by: ■ ■
Page 81 and 82: ■ 7.4.2.9 - FOREIGN EXCHANGE GAIN
Page 83 and 84: Net cash used in fi nancing activit
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7.9 - VARIATIONS IN EXCHANGE RATES
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■ 7.10.1.2 - INTEREST-RATE RISK I
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MANAGEMENT REPORT ON THE CONSOLIDAT
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8 CORPORATE GOVERNANCE < Contents >
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CORPORATE GOVERNANCE Administration
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Edward A. Gilhuly Age 48 250 Univer
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Thierry de La Tour d’Artaise Age
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8.2 - REMUNERATION AND BENEFITS 8.2
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The table below shows a breakdown o
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■ ■ ■ supervision of the qual
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The Chairman of each committee esta
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■ ■ ■ Directors have a duty o
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At Board meetings, these committees
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December 2007, more than 90% of the
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CORPORATE GOVERNANCE Report of the
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9 EMPLOYEES < Contents > EMPLOYEES
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EMPLOYEES Options for subscription
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For details relating to Legrand Fra
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EMPLOYEES Profi t sharing, employee
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10 SHAREHOLDERS < Contents > SHAREH
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company of Legrand France since the
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10.2.2 - Corporate Governance The m
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11 < Contents > FINANCIAL INFORMATI
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■ FINANCIAL INFORMATION CONCERNIN
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FINANCIAL INFORMATION CONCERNING TH
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) Interest rate risk FINANCIAL INFO
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12 months ended December 31, 2006 (
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Contents > FINANCIAL INFORMATION CO
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■ II - JUSTIFICATION OF OUR ASSES
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Dividends distributed for the 2004,
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12 ADDITIONAL INFORMATION < Content
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12.1.2 - Acquisition by the Company
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ADDITIONAL INFORMATION Articles of
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■ 12.2.2.3 - COMMITTEES The Board
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ADDITIONAL INFORMATION Articles of
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13 MATERIAL AGREEMENTS < Contents >
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CONCORDANCE TABLES < Contents > CON
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CONCORDANCE TABLE S Concordance tab
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CONCORDANCE TABLE S Concordance tab
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A APPENDIX < Contents > APPENDIX 1
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Assets - Net APPENDIX 1 (in € tho
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Subsequent events None. Summary of
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a) Shares in subsidiaries and affi
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) Additional paid-in capital, reser
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2.7 Provisions (in € thousands) A
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Other information 4.1 Income tax a)
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APPENDIX 2 APPENDIX 2 Management Re
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Sales growth at constant scope and
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to €5.60 for those granted in 200
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Post-restricted period If at any ti
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Appendix 2 to the Management Report
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APPENDIX 2 Company Position ROCOM E
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Mandates held by Edward Gilhuly, Di
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Appendix 4 to the Management Report
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Use of this authorization was subje
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■ ■ company in which it has a d
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subject to the conditions that the
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until the termination of their mand
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APPENDIX 3 < Contents > Report of t
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APPENDIX 4 APPENDIX 4 Text of resol
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and chapter II of the European Comm
Page 246:
Headquarter 128, avenue de Lattre d
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2007 reference document - Legrand

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