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SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
WWW.SAINT-GOBAIN.COM Composition and operation of the Board of Directors 1. 121 Composition of the Board of Directors 1.1 121 Members of the Board of Directors 1.1.1 121 representation and employee representation Independence of the members of the Board of Directors, gender parity, employee shareholder 1.1.2 132 Conflicts of interest and statements regarding members of the Board of Directors 1.1.3 133 Re-election of the Board of Directors and changes in its composition 1.1.4 134 Operation of the Board of Directors 1.2 135 Director Governance structure: combined Chairman of the Board/CEO roles and Lead Independent 1.2.1 135 Operating rules of the Board of Directors - internal rules 1.2.2 136 Principal activities of the Board and Committees in 2016 1.2.3 137 Board assessment 1.2.4 142 Directors’ induction process 1.2.5 143 Management and Directors’ compensation 2. 144 Compensation paid to Directors - attendance fees 2.1 144 Chairman and Chief Executive Officer compensation policy 2.2 145 General principles of the Chairman and CEO compensation policy 2.2.1 145 Summary of compensation and benefits allocated to the Chairman and Chief Executive Officer 2.2.2 146 Compensation and benefits allocated to the Chairman and Chief Executive Officer 2.2.3 146 termination of office of the Chairman and Chief Executive Officer Employment contract, retirement benefits and termination benefits allocated in case of 2.2.4 150 of June 8, 2017 (“Say on Pay” ex post) Executive Officer in 2016 subject to shareholders' approval at the General Shareholders’ Meeting Compensation components due or granted to M. Pierre-André de Chalendar, Chairman and Chief 2.2.5 152 Commercial Code) (“Say on Pay” ex ante) approval at the General Shareholders’ Meeting of June 8, 2017 (Article L. 225-37-2 of the Compensation Policy of the Chairman and Chief Executive Officer subject to shareholders' 2.2.6 155 Compensation of members of the Group’s Senior Management 2.3 158 Long-term compensation plans (stock options, performance shares and performance units) 2.4 158 Allocation policy 2.4.1 158 Stock option plans 2.4.2 158 Performance share plans 2.4.3 162 Performance unit plans 2.4.4 163 Company stock traded by Directors 3. 164