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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
needs to fulfill its role. They noted the constructiveness of the
the contribution of the preparatory work of the Committees,
as well as the availability of the management.
dialog and the free discussions within the Board and with
senior management, the transparent operation of the Board,
The Directors considered indeed that the Board operates
topics within its remit and has access to the information it
well, is independent, competent, and that its composition is
more balanced and diversified than in 2013, addresses all the
particular to meet the Sector and Business Directors and the
Delegates, and the Director’s training program. Finally, they
The Directors once again appreciated the strategic seminar
and noted the usefulness of on-site visits, allowing them in
praised the quality of the work of the Board Committees, and
in particular the role played by the Strategic and Corporate
Social Responsibility Committee in the preparation of the
strategic subjects discussed during the Board meetings.
Composition of the Board of Directors
Meeting then to 16 members after the 2016 Shareholders’
Meeting (see chapter 6, section 1.1.4). Directors noted their
two employee Directors whose appointment was required by
law, to 17 members after the 2015 General Shareholders’
The Board’s size has changed over the last two years, from
18 members in December 2014 due to the incorporation of
and management experience within an international group
Gomes Yell during the 2016 General Shareholders’ Meeting,
whose international career, knowledge of emerging markets
to 14 members, with the view, for the future replacement, to
retain the proportion of executive Directors operating within
desire to continue to reduce the number of Directors in 2017
and skills and maintaining the distribution and
innovation/digital profiles. The appointment of Ms. Iêda
other large groups, while continuing to diversify the Board’s
composition with regard to gender, age, nationality, profile
approach. Employee Directors who began servicing in
December 2014 are considered to be well integrated.
caught the attention of the Nomination, Remuneration and
Governance Committee and of the Board, highlights this
activities/business of the Group, innovation/digital,
management, strategy, finance, governance and/or corporate
were deemed varied and complementary, in particular
matters
such
as
knowledge
of
the
industry,
The assessment of the Board carried out during 2016
revealed that, the expertise and experience of the Directors
social responsibility.
Independent Director, for the reasons described in chapter 6,
section 1.2.1.
Moreover, the Board members, during their meeting of
November 24, 2016, decided to create the position of Lead
recommendations and paths to improvement
in 2017
Results of implementing the 2016
Directors believe that the recommendations formulated upon
completion of the 2015 assessment, concerning: the reflection
on changes in the Board’s composition (size, diversity) in
corporate social responsibility matters; the improvement of
the Board’s monitoring of the implementation of its decisions
connection with the Group’s strategic and geographic
guidelines; the consolidation of work carried out in relation to
development, were well taken into account in 2016.
and the in depth exploration of strategic matters, value
creation, innovation, digital transformation and geographic
In order to continue move forward, the Board retained the
with the specialized consulting firm:
following proposals resulting from the assessment performed
improve the feedback to the Directors regarding their
individual contribution (see “Procedure” above);
which must continue to be reduced while maintaining the
proportion of executive Directors and continuing to
continue reviewing the Board’s composition, the size of
Board” above);
diversify the profiles and expertise and retaining the
distribution and digital skills (see “Composition of the
improve the Directors’ knowledge of the principal
operational managers of the Group;
continue improving the monitoring by the Board of the
implementation of its decisions;
and geographic dynamics.
continue the in-depth exploration of the strategic subjects,
the creation of value, innovation, digital transformation
Directors’ induction process
1.2.5
The Board of Directors meets once a year at one of the
Group’s plants or research centers.
In May 2016, the Board of Directors visited the Saint-Gobain
Adfors factory in the Czech Republic, which specializes in
glass fiber fabrics within the Innovative Materials Sector.
Each new Director may ask for training on the topic of his or
her choice and visit the Group’s plants, distribution facilities
Distribution sites and, upon their request, to meet the Sector
general managers or members of senior management.
or research centers. As part of this process, new Directors are
also able to tour various manufacturing or Building
Further, employee Directors benefit from the law on
supplementary training, the content of which is set every year
by the Board of Directors, after consultation of such
employee Directors.