Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
1. Composition and operation of the Board of Directors
142 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
Strategy and Corporate Social Responsibility
Committee
Composition
Chairman (since June 6, 2013)
Mr. JEAN-MARTIN FOLZ
Mr. PIERRE-ANDRÉ DE CHALENDAR
Member
Member
Mr. FRÉDÉRIC LEMOINE
Responsibilities (extracts from the Board’s internal rules)
According to the Board of Directors’ internal rules in force at
responsibilities:
February 1, 2017, the Strategy and Corporate Social
Responsibility (CSR) Committee has the following
It is responsible for examining and identifying potential
improvements to the Group’s business plan, reviewing any
strategic issues proposed by its members.
It ensures that corporate social responsibility issues are taken
into account when defining and implementing the Group’s
strategy.
Activities during 2016
The Strategy and CSR Committee met seven times in 2016, in
February, March, May, July, September and twice in
November, with an attendance rate of 100%.
chapter 3, section 1.2), and all strategic issues presented to
the Board. More specifically, the Committee examined certain
economic scenarios, disposals and acquisitions in progress –
including the plan to acquire a controlling interest in Sika (see
budget, the outlook and development of the Group’s
business, the potential impact on the Group of various
During these meetings, the Committee discussed the 2016
Sector or Activity within a country). It also proposed to the
Board subjects to address during the course of the strategic
aspects of the Group’s strategy (specifically the status of a
seminar.
corruption), security policy and, more generally, the
protection of resources and limit on CO2 emissions),
compliance program (competition, embargoes, fight against
specifically the following topics: circular economy (recycling
of production and construction/deconstruction waste,
It also worked on corporate social responsibility matters,
Sustainability Index”).
corporate social responsibility policy within the Group (first
participation at a very satisfactory level in the “Dow Jones
The Committee reported to the Board on its activities during
the Board meetings of February 25, March 24, May 25,
July 28, September 22 and November 24, 2016.
Board assessment 1.2.4
Procedure
Formal assessments of the Board’s performance and that of
the Committees are carried out each year, in accordance with
the Board’s internal rules. These assessments are conducted
consultants (as in 2016) every three years and, in
intermediate years, based on a questionnaire sent to each
at the initiative of the Nomination, Remuneration and
Governance Committee, with the assistance of outside
are members of a Board Committee also report on the
operation of the Committees in which they participate.
Director by the Committee Chairman, and an individual
interview with Directors who so request. The Directors who
The organization of the 2016 assessment was decided by the
Board at its meeting of September 22, 2016. The sixteen
Directors in office as of that date were consulted and
and Governance Committee dedicated a part of its meeting
of November 10, 2016 to this assessment and reported on it
participated in the Board’s assessment process conducted by
a specialized consulting firm. The Nomination, Remuneration
at the Board of Directors meeting of November 24, 2016.
recomposition of the Committees, as needed.
Governance Committee, and then by the Board, on the
occasion of the renewal of the terms of Directors and
Governance Committee and the Chairman and Chief
Executive Officer have in addition reviewed the effective
The Chairman of the Nomination, Remuneration and
regard to their competencies and their respective
participation in the discussions. To this end, each year, each
contributions of each Director to the Board’s work, with
wish, to freely express their assessment of the other
Directors’ individual contributions. In 2016, this assessment
Director answers a detailed questionnaire that specifically
addresses the Board’s operation, allowing them, if they so
each Director had with the consultant. Directors also have an
was completed through the questionnaire submitted by the
consulting firm to all Directors, and through the interview that
Committee. The Directors’ individual contributions are also
closely examined by the Nomination, Remuneration and
opportunity to speak individually on this topic with the
Chairman of the Nomination, Remuneration and Governance
The assessment carried out in 2016 having demonstrated the
desire by the Directors to obtain, for those who wish it,
feedback on their individual contribution, the Board decided
to complete this procedure so that it includes, in addition to
2017: (i) annual meeting between the Lead Independent
Director and the Chairman and Chief Executive Officer
the annual questionnaire and the discussions as part of the
renewals of the terms of office, the following three steps in
Chairman of the Board and (iii) possibility for each Director to
request feedback on his/her individual contribution from the
regarding the individual contribution of each Director, (ii)
annual individual meeting between each Director and the
Chairman and Chief Executive Officer or the Lead
Independent Director.
General observations
with the significant progress made, over several years and in
particular since the last assessment performed following a
The assessments carried out in 2016 by the specialized
consulting firm highlighted the satisfaction of the Directors
similar process in 2013. This positive perception is therefore
confirmed in the long term.
A vast majority of the Directors are of the opinion that the
operation of the Board has improved since the last outside
Board, characterized by the interaction of the Directors in the
decision-making process for all matters within their remit, as
assessment conducted in 2013 and that the dynamics of the
well as its performance, characterized by the quality of the
decisions made, are absolutely satisfactory.