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6
CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
137
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
AFEP-MEDEF Code, is reproduced in its entirety in chapter 10,
section 1.1.2, with the exception of the provisions regarding the
The version of the Board’s internal rules in force at February 1,
2017, which incorporates successive revisions of the
Board Committees which are reproduced below.
Board activities
The internal rules provide for Board activities to include the
following:
annual report and consolidated and corporate financial
statements, both annual and interim;
examination and approval of the Saint-Gobain Group
examination and approval each year of the Saint-Gobain
Group budget;
examination and approval at least once per year of the
Saint-Gobain Group’s strategic guidelines;
restructurings, disposals, acquisitions, taking or selling of
equity interests in individual amounts greater than
approval prior to execution of investment transactions,
€150 million, and any significant transaction not falling
within the strategy announced by the Saint-Gobain Group.
Ability to debate without the presence of
the executive Directors
representatives during or after a session, in order to assess
The Board’s current internal regulation affords Directors the
authority to meet without the presence of the corporate
management. Thus, each year, the Chairman and Chief
Executive Officer shall leave the sessions of the Board and
the performance of the corporate representatives and to
reflect on the future of the Saint-Gobain Group’s senior
involving the assessment of his performance and the setting
of his variable compensation (February sessions), as well as
the Nomination, Remuneration and Governance Committee
during such discussions (deliberations and votes) on issues
during the Board’s assessment, the discussion on the
combination of the Chairman of the Board of Directors and
shares or performance units (November sessions).
CEO roles, and his allocation of stock options, performance
presence of the Chairman and Chief Executive Officer to
discuss matters of governance in general, beyond the issues
The Board intends to continue meeting in 2017 without the
the lead of the Lead Independent Director starting from the
time he enters into office, if need be as co-chair with the
of compensation of the Chairman and Chief Executive Officer
and assessment of the Board, and at the initiative and under
Chairman of the Nomination and Remuneration Committee
(chapter 6, section 1.2.1).
Prior and permanent information for Directors
situation, prepared as of the end of the month preceding the
meeting, as well as an update on the Saint-Gobain stock price
At each meeting, the Board is provided with an analysis of
the Saint-Gobain Group’s operating income and net debt
compared to the CAC 40 index and an industry index.
releases issued by the Company, along with relevant
information, if required, about events or transactions that are
Between meetings, Directors receive copies of all press
put to the Chairman and Chief Executive Officer, who may
submit the request to the Board for a decision.
other documents they consider necessary to make an
informed contribution to the Board’s discussions; requests are
material for the Group. Directors are entitled to request any
Directors’ duties
The internal rules also stipulate the duties of Directors,
Saint-Gobain securities and the obligation to hold their
specifically with regard to stock trading ethics (prevention of
insider trading, closed periods, reporting of trades involving
interest.
Saint-Gobain shares in registered form), with regard to
confidentiality and the management of potential conflicts of
Other provisions in the internal rules
training on the specific activities of the Saint-Gobain Group,
its businesses and its business lines.
Finally, the internal rules provide for the distribution of
attendance fees and the right of Directors to additional
Principal activities of the Board
1.2.3
and Committees in 2016
a) Principal activities of the Board in 2016
single meeting, two Directors missed two meetings and one
Director missed four meetings.
all these meetings was 92%. Eight of the sixteen Directors
attended every meeting of the Board. Five Directors missed a
The Board of Directors held ten meetings in 2016. The rate of
attendance of those Directors in office at February 1, 2017 at
The principal topics discussed during these meetings are
listed below.
Monitoring of the strategic guidelines of the Group
and its Activities
At each meeting, consistent with its internal rules, the Board
assessed changes in the Group’s situation. During each
approved the Group’s strategic guidelines or a specific aspect
of the strategy (specifically, disposals and acquisitions in
meeting, including a half-day seminar dedicated to a
presentation on the Group’s strategy, the Board reviewed and
competitors, status of a Sector or Activity within a country,
progress, including the plan to acquire a controlling interest in
Sika (see chapter 3, section 1.2), benchmarks with the main
etc.) where appropriate after hearing members of the senior
management of the Activities in question.
It also followed the implementation of the roadmap relative
to the digital transformation of the Group.