Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
134 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
Ms. Knapp and Ms. Lemarchand and Messrs. Schnepp and
Varin be renewed. These directors have diligently proven
It will be proposed to the General Shareholders’ Meeting
scheduled for June 8, 2017 that the terms of office of
Pamela Knapp attended nine of the Board’s ten meetings and
all Audit and Risk Committee meetings; Agnès Lemarchand
themselves through their attendance. In fiscal year 2016,
Board meetings; and Philippe Varin attended nine out of ten
Board meetings and all the meetings of the Nomination,
attended all Board meetings and all meetings of the Audit and
Risk Committee; Gilles Schnepp attended nine out of ten
Remuneration and Governance Committee.
age limit which he will reach during a potential new term.
Mr. Folz did not seek renewal of his term due to the statutory
decisions.
During the years of his term, his experience and judgment
contributed immensely to the Board’s discussions and
and as part of the reduction of its stake in the share capital of
Saint-Gobain which took place in May 2016 (see chapter 8,
sections 2.1 and 2.4).
Compagnie de Saint-Gobain to two Directors following the
General Shareholders’ Meeting scheduled for June 8, 2017
In addition, Wendel has informed the Company of its desire to
reduce its representation on the Board of Directors of
instead of three as provided for by the existing agreements,
considering the objective of reducing the size of the Board
twelve (i.e., a proportion of 41.7%), and the number of
independent Directors on the Board, calculated in accordance
representation of Wendel to two members, the number of
women with seats on the Board of Directors will be five out of
and Ms. Lemarchand and Messrs. Schnepp and Varin, the
non-renewal of the term of Mr. Folz and the reduction in the
In the event of the renewal of the terms of office of Ms. Knapp
out of eleven (i.e., a proportion of 63.6%).
with the rules set by the AFEP-MEDEF Code, will be seven
Summary of changes in the composition of the Board of Directors
The following table shows the changes in the composition of the Board of Directors in fiscal year 2016 and the changes
proposed to the General Shareholders’ Meeting of June 8, 2017:
General Shareholders’ Meeting of June 2, 2016 General Shareholders’ Meeting of June 8, 2017
Cessation of duties Isabelle Bouillot
Sylvia Jay (2)
Jean-Martin Folz
A Director representing Wendel
Renewal Bernard Gautier (3)
Frédéric Lemoine (3)
Jean-Dominique Senard (1)
Pamela Knapp (1)
Agnès Lemarchand (1)
Gilles Schnepp (3)
Philippe Varin (1)
Proposed nomination Iêda Gomes Yell (1) N/A
Independent Director. (1)
Independent Director up to June 2, 2016. (2)
In accordance with existing agreements between the Company and Wendel (see chapter 8, section 2.4). (3)
The following table shows the changes in the composition of the Board with regard to independence, representation of women,
and representation of foreign members during fiscal year 2016, and as envisaged by the end of the General Shareholders’
Meeting to be held in 2017:
As from the General Shareholders’
Meeting of June 4, 2015
As from the General Shareholders’
Meeting of June 2, 2016
As from the General Shareholders’
Meeting of June 8, 2017
(contemplated)
Percentage of independents (1) 50% 54% 64%
Percentage of women (1) 40% 36% 42%
Percentage of foreign nationals (2) 21% 23% 27%
In compliance with computation rules set by the AFEP-MEDEF Code. (1)
Excluding employee Directors appointed under specific mandatory legal provisions. (2)