Saint Gobain - Registration document 2016

138 / 330

6 CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
138 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
Financial management
Pursuant to its legal competency, the Board approved annual
and interim financial statements, both corporate and
consolidated, as well as the various reports relating to them,
after hearing the opinion of the Chairman of the Audit and
Risk Committee and the Statutory Auditors. The Board also
proposed dividend distribution, as well as reports be
provided to shareholders, and convened the General
approved the draft resolutions to be submitted to the General
Shareholders’ Meeting of June 2, 2016, specifically the
(extractive industries).
Shareholders’ and holders of Titres Participatifs’s Meetings. It
approved the report on payments made to Governments
It approved the budget of the Saint-Gobain Group, various
provisional management reports and documents, and
renewed the annual authorizations granted to the Chairman
and Chief Executive Officer to issue bonds, sureties and
entered into and authorized in previous years, the execution
of which continued during fiscal year 2015.
guarantees, and awarded specific authorizations. It also
examined related-party agreements and commitments
Officer to buyback some of the Saint-Gobain shares disposed
of by Wendel on May 3, 2016 as part of an accelerated
It resolved to implement the Company’s stock buyback
program. It authorized the Chairman and Chief Executive
their cancellation as of May 30, 2016 (see chapter 8,
section 1.3.1).
bookbuilding carried out by Wendel and later decided on
Internal control and risk management
current internal control and risk management processes
following analysis of the principal risk mapping established in
The Board of Directors undertook a review of the Group’s
Risk Committee on these subjects.
2016 by the Audit and Internal Control Office, and after
having received the report of the Chairman of the Audit and
litigation (specifically asbestos, competition and
environment) and the evolving regulatory environment. The
On several occasions, it reviewed the position of the
Company and Group with regard to certain risks, procedures,
section 1.1).
Corporate Secretary reported on the implementation and
changes in the Group’s Compliance program (see chapter 4,
It updated the procedure in force within the Group that
regulates the services which could be assigned to the
Statutory Auditors and their network, to prescribe, in
than the legal certification of the accounts which could be
entrusted to them, and to modify the internal rules of the
Audit and Risk Committee to approve, under the
responsibility of the Board of Directors, the services other
Board of Directors as a result.
accordance with the new regulation, the competence of the
Corporate Social Responsibility
Over six sessions, one point on the agenda was dedicated to
subjects concerning corporate social responsibility,
specifically the following topics: circular economy (recycling
male/female diversity and professional equality and equal
pay), security policy and, more generally, the corporate social
compliance program, (competition, embargoes, fight against
corruption), human resources policy (in particular
Index”).
responsibility policy within the Group (first participation at a
very satisfactory level in the “Down Jones Sustainability
of production and construction/deconstruction waste,
protection of resources and limiting CO2 emissions),
Governance
a specialized consulting firm and discussed the results of this
assessment (see chapter 6, section 1.2.4).
for French listed companies, the Board formally performed
the annual assessment of its operations with the assistance of
Pursuant to the AFEP-MEDEF code of corporate governance
It discussed the opportunity and decided to appoint, at the
proposal of the Nomination, Remuneration and Governance
for June 8, 2017 and decided the new composition of the
Committee, a Lead Independent Director to enter into office
at the close of the General Shareholders’ Meeting scheduled
Committees at the close of that same General Shareholders’
Meeting (see chapter 6 sections 1.1.4 and 1.2.1).
the roles of Chairman of the Board and Chief Executive
Officer.
At the proposal of the Nomination, Remuneration and
Governance Committee, it also discussed the combining of
It confirmed the existence and application of succession plans
for the Chairman and Chief Executive Officer in the event of
an unanticipated vacancy as well in the long-term.
discussed, at the proposal of the Nomination, Remuneration
and Governance Committee, the size and changes in its
of office, the nomination of a Director and composition of the
Committees for the General Shareholders’ Meeting of June 2,
composition as a result of the expiration of the terms of office
of certain Directors, made proposals for the renewal of terms
2016 (chapter 6, section 1.1.4) then in view of the General
Shareholders’ Meeting of June 8, 2017.
It reviewed the situation of Director independence. It also
It ruled on the training program of the employee Directors.
Compensation of the Chairman and Chief Executive
Officer and long-term employee profit sharing
The Board reviewed and prepared the various components of
Mr. Pierre-André de Chalendar’s compensation (fixed and
chapter 6, section 2.2).
variable compensations and allocations of stock options and
performance shares) and their respective balance (see
The Board further approved the implementation of and
these plans, from which certain categories of employees may
adopted the principal features of the stock options and
performance share plans, and set the performance criteria for
benefit (see chapter 6, section 2.4).
shareholders, the Board resolved to again offer its employees
and former employees the opportunity to subscribe to, under
As part of the ongoing development of employee
more than 1% of share capital at a maximum (see chapter 8,
section 2.3).
certain conditions, a share capital increase reserved for them
in 2017, up to a maximum of six million shares, i.e. slightly