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CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
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SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
and employees
Representation of employee shareholders
Pursuant to the bylaws of the Company and to the laws, Alain
Destrain and Pascal Laï were appointed employee Directors
by the Company’s Group Committee. These two Directors, as
well as Mr. Pestre, the Director representing employee
the other Directors. Subject to the laws applying specifically
to them, these Directors are subject to all legal and statutory
shareholders appointed pursuant to the law as well, sit on the
Board of Directors and are entitled to vote in the same way as
those applicable to the other Directors.
provisions, have the same rights and are subject to the same
duties, as fixed, in particular, by the Board’s internal rules, as
By law, one member of the Works Council (Mr. Cotrel, elected
by the members of the Works Council and representing
employees, who succeeded Ms. Daveau in November 2016)
holds a seat on the Board of Directors in a consultative
capacity.
that each Director must hold a minimum of 800 registered
shares, with the law exempting employee Directors, whether
The Company bylaws and the Board’s internal rules provide
shareholders or not, from this type of obligation.
Conflicts of interest and statements
1.1.3
regarding members of the Board of
Directors
To the best knowledge of Compagnie de Saint-Gobain, as of
February 1, 2017 there are no family relationships between the
a bankruptcy, sequestration or liquidation, received an official
public penalty or sanction issued by a statutory or regulatory
Company’s Directors and, within the past five years, no
Director has been found guilty of fraud, been associated with
body of an issuer of securities, or from taking part in
authority, and/or been prevented by a court from acting as a
member of an administrative, management or supervisory
managing or conducting an issuer’s business.
conflicts of interest between Compagnie de Saint-Gobain and
the personal and professional activities of the members of its
To the best of the Company’s knowledge, there are no
de Saint-Gobain or any of its subsidiaries that provide for the
conferral of benefits at the term of such contracts.
Board of Directors, and there are no service contracts
between any members of the Board and either Compagnie
The Board’s internal rules address conflicts of interest in the
event such a situation arises: the Director in question has the
discussions and deliberations on the subject in question (see
chapter 10, section 1.1.2).
the Lead Independent Director, from the date he takes on his
duties, thereof and to refrain from participating in the
duty to inform the Chairman and Chief Executive Officer and
Re-election of the Board of Directors and changes in its composition
1.1.4
The members of the Board of Directors may be re-elected in a staggered and balanced fashion as follows:
Date of expiration of the term of office
Director and date of first election
Upon completion of the General Shareholders’ Meeting approving the financial
statements for the fiscal year ended December 31, 2016
Jean-Martin Folz (March 2001)
Pamela Knapp (June 2013)
Agnès Lemarchand (June 2013)
Gilles Schnepp (June 2009)
Philippe Varin (June 2013)
Upon completion of the General Shareholders’ Meeting approving the financial
statements for the fiscal year ended December 31, 2017
Pierre-André de Chalendar (June 2006)
Alain Destrain (December 2014)
Pascal Laï (December 2014)
Upon completion of the General Shareholders’ Meeting approving the financial
statements for the fiscal year ended December 31, 2018
Anne-Marie Idrac (June 2011)
Jacques Pestre (June 2011)
Olivia Qiu (June 2011)
Denis Ranque (June 2003)
Upon completion of the General Shareholders’ Meeting approving the financial
statements for the fiscal year ended December 31, 2019
Bernard Gautier (June 2008)
Iêda Gomes Yell (June 2016)
Frédéric Lemoine (April 2009)
Jean-Dominique Senard (June 2012)