Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
140 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
It reviews the external Statutory Auditors’ work plan and ‹
conclusions of their checks, as well as the post-audit
report prepared by the Statutory Auditors concerning
their main observations and the accounting options
selected for preparation of the financial statements.
It conducts the Statutory Auditor selection process, ‹
expresses an opinion on the amount of proposed statutory
process to the Board and puts forward candidate
Statutory Auditors for appointment by the General
audit fees requested for performing tasks connected with
a statutory audit, submits the results of the selection
Shareholders’ Meeting.
It approves, with regard to rules in force and in ‹
accordance with the procedures implemented within the
they can be assigned to the Statutory Auditors and
members of their network to be provided to Compagnie
Group, under the responsibility of the Board of Directors,
the services other than the certification of the accounts
de Saint-Gobain and other Group entities.
independence, the amount and breakdown of the fees
Each year it reviews the Statutory Auditors statement of ‹
as the percentage of these fees in their turnover, and
reports to the Board its opinion concerning the Statutory
paid to them and to the members of their network by the
Group over the past year, by category of service, as well
Auditors’ independence.
Activities in 2016
The Audit and Risk Committee met four times in 2016, in
February, April, June, July and September, with an
attendance rate at these meetings of 94%.
The following were the major topics of discussion:
management, the Finance Department and the Statutory
Auditors prior to the meetings scheduled with the Board
consolidated annual financial statements (February) and
interim statements (July) and discussions with senior
with the Finance Department during the accounts closing
process, particularly the key risk exposures and material
of Directors. On these occasions, the Committee discussed
with the Statutory Auditors the main audit issues raised
Detailed advance review of the corporate and ‹
off-balance sheet commitments described in the Chief
well as the accounting options applied, were also
discussed.
Financial Officer’s explanatory report to the Committee.
The main points of the results of the statutory audit, as
Review of activities relating to the mapping of primary ‹
risks carried out in 2016 by the Audit and Internal Control
Department and discussion with senior management, the
Finance Department and Audit and Internal Control.
subsidiaries involved and for the Group, in order to present
a report on this issue to the Board.
detail with the Statutory Auditors the financial and
accounting consequences of this litigation for the US
The status of asbestos litigation, in particular in the United ‹
States and France. The Committee regularly discusses in
section 1.4.2). To this end, the Committee has proposed to
the Board an update of the Group procedure defining the
companies during 2016 for their auditing assignments, as
well as for their other services (see chapter 10,
Fees received by each Statutory Auditor of the Group’s ‹
services that could be assigned to the Statutory Auditors
Committee to approve, under the responsibility of the
Board of Directors, the services other than the legal
and their network, to provide, in compliance with the new
regulation, the competence of the Audit and Risk
certification of the accounts that can be assigned to them.
2016, its 2017 audit program and its report on major fraud
incidents.
Auditors on cash management transactions, and the Internal
Audit and Internal Control Department’s activity report for
and risk management, and the reference framework for
Among its other activities, the Committee specifically
reviewed the draft report of the Chairman on internal control
internal control standards prepared by the Group. It
examined a summary report prepared by the Statutory
Management, the Vice President – Treasury and Financing,
Risks & Insurance, the Senior-Vice President in charge of
The Committee held one-on-one discussions with the
Statutory Auditors, the Vice President – Financial
Officer, in accordance with the recommendations of the
AFEP-MEDEF Code. It did not call on outside experts to assist
Internal Audit and Internal Control, and the Chief Financial
in the fulfillment of its tasks.
activities during the Board meetings of February 25, April 28,
July 28 and September 22, 2016.
The Committee reported to the Board of Directors on its
Nomination, Remuneration and Governance
Committee
Composition
Mr. PHILIPPE VARIN
Chairman (since June 6, 2013)
Mr. BERNARD GAUTIER
Member
Ms. ANNE-MARIE IDRAC
Member
Mr. PASCAL LAÏ
Member (since June 2, 2016)
Ms. OLIVIA QIU
Member (since June 2, 2016)
The Nomination, Remuneration and Governance Committee
employee Director in accordance with the recommendations
of the AFEP-MEDEF Code. This Director is not included in the
includes three independent Directors out of four (75%),
including its Chairman, as of February 1, 2017, and an
computation of the ratio of independent Directors, in
accordance with the recommendations of that same code. No
executive Directors sits on this Committee.
Responsibilities (extracts from the Board’s internal rules)
committee and a remuneration committee, provided for in
the AFEP-MEDEF Code.
The Committee fulfills the duties of both a nominations