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6
6
CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
123
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
Each year, specifically on the occasion of its assessment, the
Board of Directors considers the desirable balance of its
composition and that of the Committees. Regarding the
diversity and internationalization of the Saint-Gobain Group’s
activities, it specifically provides for the presence of directors
with international experience, and ensures that the profiles
and competencies represented on the Board reflect, to the
greatest possible extent, the diversity of challenges the Group
may face, to guarantee to shareholders and the market that
its tasks are executed with the necessary competency,
independence and objectivity. It is envisaged that the Board
will continue to reduce its size to bring its composition down
to 14 members, at the close of the General Shareholders’
Meeting to be held in 2017 (see chapter 6, sections 1.1.4 and
1.2.4).
In addition, the Board decided during its meeting of
November 24, 2016 to create the position of Lead
Independent Director (Administrateur Référent), which will be
taken on by Jean-Dominique Senard, independent Director
since 2012, at the close of the General Shareholders’ Meeting
of June 8, 2017. The Lead Independent Director will, in
particular oversee the efficient running of the Company’s
governance bodies (see this chapter 6, section 1.2.1).
The following biographies show the members of the Board of Directors as of February 1, 2017, their experience and their
respective competencies, and the principal offices and functions they exercise or have exercised outside the Group over the
past five years, to the best of the Company’s knowledge.
PIERRE-ANDRÉ DE CHALENDAR
Chairman of the Board of Directors and CEO
Member of the Strategy and CSR Committee
Principal office held:
Chairman and Chief Executive Officer of Compagnie de Saint-Gobain
Professional address: Compagnie de Saint-Gobain - « Les Miroirs » -
18 avenue d’Alsace - 92400 Courbevoie
Age 58
Nationality:
French
Date of first election:
June 2006
Term start date:
June 2014
Term end date:
Shareholders’ Meeting
convened to approve
the financial statements
for the year ending
December 31, 2017
Number of shares held
at 12/31/2016:
150,024
EXPERTISE AND EXPERIENCE
A graduate of ESSEC, alumnus of École Nationale d’Administration and former Finance Inspector, Mr. Pierre-André de Chalendar
joined Compagnie de Saint-Gobain as Corporate Planning Director on October 1, 1989.
Appointed Director of Abrasives Europe (1992-1996), then of the Abrasives Division (1996-2000), the Head Office of which was
located in Worcester, United States, before being named Vice President for the United Kingdom and the Republic of Ireland
(2000-2002), Mr. Pierre-André de Chalendar was named Senior Vice President of Compagnie de Saint-Gobain in charge of the
Building Distribution Sector in 2003.
Appointed Chief Operating Officer of Compagnie de Saint-Gobain in May 2005, elected Director in June 2006, then Chief Executive
Officer of Compagnie de Saint-Gobain on June 7, 2007, he has been Chairman and Chief Executive Officer since June 3, 2010.
Within the Saint-Gobain Group, he is a Director of Saint-Gobain Corporation and of GIE SGPM Recherche. He was Chairman of the
Board of Directors of Verallia (former Packaging Sector) from March 2011 to March 2014.
His offices and duties held outside the Group over the past five years are described below.
Mr. Pierre-André de Chalendar has been a Director of Compagnie de Saint-Gobain since June 2006.
OFFICES AND DUTIES HELD OUTSIDE THE GROUP
Director of BNP Paribas*
•
OTHER OFFICES HELD OUTSIDE THE GROUP AND EXPIRED
OVER THE PAST FIVE YEARS
Director of Veolia Environnement*
•
(up to April 2015)
* Listed company