Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
132 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
Independence of the members of the 1.1.2
Board of Directors, gender parity,
employee shareholder representation
and employee representation
Independence
The Board has reviewed each Director’s situation with regard
to all the independence criteria set out in the AFEP-MEDEF
Code, with which the Company complies, at the proposal of
the Nomination, Remuneration and Governance Committee.
business relationships that existed between the Saint–Gobain
Group and the other companies or groups of companies
In particular the Board scrutinized, as it does every year, with
the same attention as it reviewed the other criteria, the
this chapter 6) held office. The Board’s review concluded
that, with the exception of Mr. Senard as described below,
where each independent Director (with respect to the other
independence criteria listed under the table in section 1.1.1 in
none of the independent Directors, nor any company or
group of companies on the Board of which they sit, or within
which they hold office as senior executives, has any business
relationship with the Company, its group or its management.
review of the particular case of Mr. Jean-Dominique Senard,
Chief Executive Officer of Michelin, and the business
The Board then carried out a quantitative and qualitative
relationship between the Michelin and Saint-Gobain groups.
companies, including business activities at an international
level, which represent less than 0.1% of their respective
The business transactions between these two groups of
materiality threshold set by the Board. Furthermore, the
Board of Directors highlighted that, because of the structure
consolidated net sales, fall substantially below the 1%
intervene in the business relations of the Group’s various
business activities: the Sectors and their branches (Activities,
of the Saint-Gobain group, its size and the diversity of its
business activities, the Board’s role was not designed to
therefore, in his capacity as Director of the Saint-Gobain
Business lines and their divisions) are in effect managed in a
decentralized manner by their respective heads. Mr. Senard,
business transactions. If, however, for any extraordinary
reason, such an issue should be discussed by the Board, the
Group, has no direct or indirect decision-making powers
within the implementation or the carrying out of these
Chairman of his situation, and to abstain from participating in
such debates or deliberations on the matter in question (see
Board’s internal rules regarding conflict of interest are such
that the Director concerned would be required to inform the
chapter 10, section 1.1).
On the basis of the above, the Board has deemed that
significant business relationship with the Group which may
affect his freedom of judgement or his independence.
Mr. Senard, does not maintain, either directly or indirectly, any
Chapter 6, section 1.1.3 deals with conflicts of interest of
members of the Board of Directors, and the absence of
services contract between Directors and the Company or any
company within the Group.
The Board of Directors concluded from its review of Directors’
independence against the criteria set down by the
AFEP-MEDEF code that, as of February 1, 2017, seven Directors
Philippe Varin. In compliance with the recommendations of the
AFEP-MEDEF Code, Jacques Pestre, representing employee
Directors: Iêda Gomes Yell, Anne-Marie Idrac, Pamela Knapp,
Agnès Lemarchand, Olivia Qiu, Jean-Dominique Senard and
shareholders, and Alain Destrain and Pascal Laï, representing
employees, were not included in calculating that proportion.
out of 13 (i.e. 53.8%) completely satisfied the independence
criteria, and were therefore considered to be independent
Gender parity
recommendation of the AFEP-MEDEF Code (updated version
of November 2015) recommending that a 40% ratio of
fourteen members (35.7%), and thus differs since the General
Shareholders’ Meeting of June 2, 2016 with the former
reduction of the size of the Board of Directors which counted
18 members at the end of 2014.
women be represented on the Board by the end of that
General Shareholders’ Meeting, due to the progressive
At February 1, 2017, the Board includes five women among
As a result of the envisaged continuing reduction of its size,
at the time of the General Shareholders’ Meeting to be held
on June 8, 2017 (see chapter 6, section 1.1.4), the Board
Laï, representing employees, who are not.
compliance with the recommendations of the Law of
January 27, 2011 on gender parity on boards of directors, and
should include, as from that date, five women among twelve
members (41.7%), i.e., more than 40% of women, in
representative of employee shareholders, is counted in
calculating this proportion, unlike Alain Destrain and Pascal
this in respect of the required deadline. Pursuant to the
recommendations of the AFEP-MEDEF Code, Jacques Pestre,
Diversity and complementarity of the skills
of the Directors
(excluding employee Directors). Further, the majority of
Directors have, or have had, very strong international
As of February 1, 2017, three members of the Board of
Directors out of thirteen (i.e., 23%) are of foreign nationality
(see chapter 6, section 1.1.1).
exposure, managing groups with a significant proportion of
their activities abroad or exercising significant duties abroad
complementary, in matters such as knowledge of the industry
or the activities/business of the Group, innovation/digital,
out in a similar process in 2013. It estimated that the expertise
and experience of its members were varied and
section 1.1.1). It also estimates that it would be desirable, at the
management, strategy, finance, governance, and/or
corporate social responsibility (see biographies in chapter 6,
maintain the ratio of executive Directors operating within
other large groups.
time of future replacements or renewals, to retain the skills in
distribution and digital, increase internationalization and
As part of its assessment carried out during 2016 with a
Board of Directors considered its composition more balanced
and more diversified than during its last assessment carried
specialized consulting firm (see chapter 6, section 1.2.4), the