Saint Gobain - Registration document 2016

CORPORATE GOVERNANCE

2. Management and Directors’ compensation

144

SAINT-GOBAIN

- REGISTRATION DOCUMENT 2016

Management and Directors’ compensation

COMPENSATION PAID TO DIRECTORS - ATTENDANCE FEES

2.1

at €1.1 million by the General Shareholders’ Meeting of June 5,

2014 with effect from January 1, 2015.

Directors receive attendance fees which amount has been set

The rules for distribution of attendance fees, applicable since

the 2015 fiscal year, and agreed by the Board of Directors on

September 25, 2014, are the following:

the Chairman and Chief Executive Officer receives no

attendance fees;

attended during the year;

the other Directors each receive a fixed amount of

€24,750 per year plus €3,300 for each Board meeting

Committee, the Nomination, Remuneration and Governance

Committee, the Strategy and Corporate Social Responsibility

the Chairmen and members of the Audit and Risk

Committee (excluding Mr. Pierre-André de Chalendar) each

receive a fixed amount of €5,500 and €2,750 per year,

respectively, plus a variable portion of €2,200 for each

Committee meeting attended during the year;

are pro-rated when terms of office begin or end during the

course of a fiscal year;

the amounts granted in respect of the fixed base amount

distributed at the beginning of the next year based on

each Director’s or Committee member’s attendance rate at

the fees are paid in two half-yearly installments in arrears,

with any balance available from the annual amount

the prior year’s Board or Committee meetings.

The variable fee represents the bulk of their compensation if

Directors consistently attend both Board and Committee

meetings.

individual Director in respect of 2015 and 2016 are shown in

Table 3 below.

The total fixed and variable Director’s fees paid to each