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6
6
CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
135
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
Summary of the composition of the Board of Directors Committees
The following tables show the changes in the composition of the three Board of Directors Committees in fiscal year 2016, and as
planned upon completion of the General Shareholders’ Meeting scheduled for June 8, 2017:
Audit and Risk Committee
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
Chairman
Jean-Dominique Senard
(1)
Jean-Dominique Senard
(1)
Philippe Varin
(1)
Members
Pamela Knapp
(1)
Agnès Lemarchand
(1)
Frédéric Lemoine
Pamela Knapp
(1)
Agnès Lemarchand
(1)
Frédéric Lemoine
Pamela Knapp
(1)
Agnès Lemarchand
(1)
Gilles Schnepp
Independent Director.
(1)
and Governance Committee
Nomination, Remuneration
Meeting of June 4, 2015
As from the General Shareholders’ As from the General Shareholders’
Meeting of June 2, 2016
As from the General Shareholders’
Meeting of June 8, 2017
Chairman
Philippe Varin
(1)
Philippe Varin
(1)
Anne-Marie Idrac
(1)
Members
Bernard Gautier
Anne-Marie Idrac
(1)
Sylvia Jay
(1)
Bernard Gautier
Anne-Marie Idrac
(1)
Pascal Laï
(2)
Olivia Qiu
(1)
Frédéric Lemoine
Pascal Laï
(2)
Olivia Qiu
(1)
Independent Director.
(1)
Employee Director, not included in the ratio of independent Directors, in accordance with the recommendations of the AFEP-MEDEF Code.
(2)
Responsibility Committee
Strategy and Corporate Social
Meeting of June 4, 2015
As from the General Shareholders’ As from the General Shareholders’
Meeting of June 2, 2016
As from the General Shareholders’
Meeting of June 8, 2017
Chairman
Jean-Martin Folz
Jean-Martin Folz
Dominique Senard
(1)
Members
Pierre-André de Chalendar
Frédéric Lemoine
Pierre-André de Chalendar
Frédéric Lemoine
Pierre-André de Chalendar
Frédéric Lemoine
Independent Director.
(1)
OPERATION OF THE BOARD OF DIRECTORS
1.2
Governance structure: combined
1.2.1
Chairman of the Board/CEO roles
and Lead Independent Director
CEO roles
Combination of the Chairman of the Board and
Compagnie de Saint-Gobain resolved to recombine the roles
At its meeting of June 3, 2010, the Board of Directors of
of Chairman of the Board of Directors and Chief Executive
Officer by appointing Mr. Pierre-André de Chalendar as
Chairman and Chief Executive Officer.
Executive Officer were separated in June 2007 to ensure a
smooth handover of powers from Mr. Jean-Louis Beffa – then
The roles of Chairman of the Board of Directors and Chief
Compagnie de Saint-Gobain – to Mr. Pierre-André de
Chalendar.
reaching the age limit for the position of Chief Executive
Officer, and who subsequently became honorary Chairman of
November 24, 2016, the Board of Directors concluded that,
within Compagnie de Saint-Gobain, combining the two roles
Having discussed the matter most recently in their meeting of
advantageous in a period of challenging economic conditions.
helps to ensure more responsive and efficient corporate
governance and strategy implementation. It is particularly
Moreover, the decision to combine the two roles once again
2013, on the occasion of the renewal of the term of Director
was in line with the Group’s longstanding management
tradition. The assessment of the Board’s work completed in
combining of the roles, and wished for this to continue.
of Mr. Pierre-André de Chalendar, and repeated every year
since, found that all Directors were satisfied with the
The Chairman and Chief Executive Officer is vested with the
subject to the limits set by law, the bylaws and/or internal
rules of the Board of Directors (see chapter 6, section 1.2.2
broadest authority to act under all circumstances on behalf of
the Company within the scope of its corporate purpose and
and chapter 10, section 1.1).