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6
CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
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SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
February 1, 2017, the Nomination, Remuneration and
Governance Committee has the following responsibilities:
According to the Board of Directors’ internal rules in force at
cases where one or more seats on the Board fall vacant or
the terms of one or more Directors are due to expire. The
It is responsible for making proposals to the Board in all
independence criteria set out in the AFEP-MEDEF Code.
Committee organizes the procedure to select candidates
for election as independent Directors, based on the
It reviews annually each Director’s situation in relation to
the independence criteria set out in the AFEP-MEDEF
code, and reports its conclusions to the Board.
Through its Chairman, it obtains assurance from the
that it falls vacant for an unforeseen reason, and that
enough potential successors are available to step in when
Chairman and Chief Executive Officer that a candidate has
been identified for succession to his position in the event
they might be needed.
the position of Chairman and Chief Executive Officer falls
vacant for any reason.
It recommends candidates to the Board in the event that
It reviews any proposals by the Chairman and Chief
Executive Officer for the appointment of a Chief Executive
reports its conclusions to the Board.
Officer and/or one or more Chief Operating Officers, and
Chairman and Chief Executive Officer’s compensation
package, and the criteria to be applied to determine his
It makes recommendations to the Board concerning the
bonus, as well as the other aspects of his position.
performance share plans for Group employees.
performance share policy and whether options should be
exercisable for new or existing shares, and reviews senior
It discusses the Group’s overall stock option and
management’s proposals concerning stock option and
It reviews the Chairman and Chief Executive Officer’s
recommendations concerning his implementation of
long-term incentive plans.
other members of senior management.
stock options, performance shares and long-term
incentives to the Chairman and Chief Executive Officer and
It makes recommendations concerning the granting of
issues and leads periodic assessments of the Board’s
It prepares the Board’s debate on corporate governance
organization and operations.
takes effect at the close of the General Shareholders’ Meeting
of June 8, 2017, this last responsibility of the Committee will
When the term of office of the Lead Independent Director
section 1.2.1 and chapter 10, section 1.1).
be withdrawn and the Committee will be renamed
“Nomination and Remuneration Committee” (see chapter 6,
Activities in 2016
The Nomination, Remuneration and Governance Committee
met four times in 2016, in February, March, September and
November, with an attendance rate of 85%.
The following were the major topics of discussion:
criteria (see chapter 6, section 2.2).
The Committee made recommendations to the Board on
Mr. Pierre-André de Chalendar’s 2015 bonus, the amount of
compensation for 2016 and his allocation of stock options
and performance shares that are subject to performance
the fixed compensation and the cap, the criteria and the
targets to use to determine the variable part of his
It confirmed the existence, reviewed and discussed
the long-term.
succession plans for the Chairman and Chief Executive
Officer in the event of an unanticipated vacancy and on
The Committee examined the Directors’ independence
status with regard to all independence criteria set forth in
the AFEP-MEDEF Code (see chapter 6, section 1.1.2).
It resolved to propose that the Board, Mr. Jean-Martin Folz
having expressed his desire not to renew his term of office
during a possible new term, continues to reduce its size,
which counted 18 members in December 2014, and to
as a result of the statutory age limit that he would reach
the consequences of these proposals with regard to the
proportion of independent Directors, the composition of
propose the renewal of the terms of office of the
independent Directors that are coming due. It examined
the Committees and the representation of women and
men on the Board.
The Committee launched, as it does every three years, the
proposed improvements to the Board.
assessment process of the Board with a specialized
consulting firm, reviewed the conclusions of the report and
As a result of the conclusions reached following the
effective from the close of the General Shareholders’
Meeting of June 8, 2017 and made proposals regarding the
assessment process of the Board of Directors, it proposed
to create the position of Lead Independent Director
scope of his responsibilities.
The Committee also discussed the performance stock
option and performance share plans to be renewed by the
certain employees, all subject to performance criteria
being met – and specifically set the service and
Board – all consisting of long-term incentive, deferred,
variable, and incentive-based compensation payable to
performance criteria that it considered should be applied
to these plans.
It made proposals regarding the training program of the
employee Directors.
Finally, it reviewed the “Corporate Governance” section of
the 2015 Registration Document.
The Committee reported to the Board on its activities and
offered its recommendations during the Board meetings of
February 25, September 22 and November 24, 2016.