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6
6
CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
139
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
Finally, it discussed the Company’s policy regarding
professional and salary equality.
b) Principal activities of the Committees in 2016
Board Committees
The Board has established three Committees aimed at
improving its operations and effectively contributing to the
and the Strategy and Corporate Social Responsibility
Committee. These Committees do not have their own
preparation of its deliberations: the Audit and Risk Committee,
the Nomination, Remuneration and Governance Committee,
decision-making authority (barring specific provision
otherwise provided for by the internal rules of the Board of
Directors as regards the Audit and Risk Committee’s approval
proposals.
of non-audit services assigned to the Statutory Auditors), and
report to the Board regarding their activities, conclusions and
The Board’s internal rules incorporate the rules governing the
composition, prerogatives and responsibilities of each
Committee, as described below.
The activities of these three Committees in 2016 were
regularly presented to the Board in the form of activity
reports and proposals.
Composition of Committees
The Board’s practice is to allow some time for all new
requires familiarity with the operation of a Board of Directors
and its Committees, and the ability to understand the major
Directors to adapt before proposing a position on a
Committee, since active participation on a Committee
certain period of time.
challenges with which the Company is faced and which,
without the necessary experience, is only acquired after a
considers, on a case-by-case basis, the opportunity to
propose to Directors their participation in one of the three
At the recommendation of the Nomination, Remuneration
and Governance Committee, the Board of Directors thus
Committees and appointment of new Directors to these
Committees, the Board ensures compliance with the
Committees, depending upon the most appropriate schedule.
Further, in its examination of the composition of the
recommendations of the AFEP-MEDEF Code with regard to
the proportion of independent Directors on these
Committees.
will reach during a possible new term, and assuming the
Director terms which will be submitted to the approval of the
Considering the non-renewal of the term of office of
Mr. Jean-Martin Folz, due to the statutory age limit which he
modified as indicated in section 1.1.4 of chapter 6 (“Summary
of changes in the composition of the Committees of the
next General Shareholders’ Meeting will be renewed, the
chairs of the Committees and their composition will be
Board of Directors”).
Audit and Risk Committee
Composition
Mr. JEAN-DOMINIQUE SENARD
Chairman (since June 6, 2013)
Member
Ms. PAMELA KNAPP
Ms. AGNÈS LE MARCHAND
Member
Mr. FRÉDÉRIC LEMOINE
Member
At February 1, 2017, three of the four members of the Audit
Committee.
and Risk Committee (75%), including its Chairman, were
independent Directors. No executive Directors sit on the
appointed member consults with the Group’s Chief Financial
By virtue of their current or past positions as finance
in financial and accounting matters (see biographies in
chapter 6, section 1.1.1). It should be noted that each newly
directors and/or chief executive officer, each Committee
member has considerable experience and high-level expertise
Officer on specific accounting, financial and operational
aspects of the Saint-Gobain Group.
Responsibilities (extracts from the Board’s internal rules)
and Risk Committee has the following responsibilities:
According to the Board of Directors’ internal rules, the Audit
Without encroaching on the role of the Board of Directors,
the Audit and Risk Committee is primarily responsible for
overseeing the following matters:
processes used to prepare financial information;
efficiency of the internal control and risk management
systems;
work performed by the Statutory Auditors on the
financial statements of the Company and the Group;
Statutory Auditor’s independence.
and control of accounting and financial information are
followed up, that the accounting policies used to prepare
It ensures that any questions relating to the preparation
internal procedures used to collect and control accounting
the financial statements are both appropriate and applied
consistently from one period to the next, and that the
and financial information provide the necessary assurance
in this regard.
It reviews the interim and annual financial statements of
the Company and the Group, as presented by senior
management, prior to their examination by the Board of
Directors.
It reviews the scope of consolidation and, if applicable, the
reasons why any companies have been excluded.
It reviews significant risks and off-balance sheet
commitments, based on an explanatory report prepared
by the Chief Financial Officer.
It receives updates from senior management on
organization and operation of the risk management system.
It reviews the Group’s internal control action plan and
receives updates at least once a year on the plan’s results.
internal audit program as well as executive summaries of
the internal audit reports.
It makes recommendations concerning the organization of
the internal audit function and receives a copy of the