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6

CORPORATE GOVERNANCE

2. Management and Directors’ compensation

146

SAINT-GOBAIN

- REGISTRATION DOCUMENT 2016

long-term compensation instruments, (stock options,

The Board also seeks to ensure that the allocation of

maximum compensation for that year and has conditioned

year does not represent a disproportionate share of his total

be) to the Chairman and Chief Executive Officer in a given

performance shares and performance units, as the case may

paragraph c) of section 2.2.3 below).

these allocations to demanding ceiling and holding rules (see

Officer

Summary of compensation and benefits allocated to the Chairman and Chief Executive

2.2.2

The following table presents a summary of the total compensation, stock options, performance shares and performance units

allocated to Mr. Pierre-André de Chalendar for the fiscal years ended December 31, 2015 and 2016.

UNITS ALLOCATED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE)

TABLE 1 – SUMMARY OF COMPENSATION, STOCK OPTIONS, PERFORMANCE SHARES AND PERFORMANCE

(in EUR before social charges and income tax)

Fiscal year 2016

Fiscal year 2015

Chairman and Chief Executive Officer

Pierre-André de Chalendar,

Compensation for the year (see Table 2 for details)

2,632,531

2,386,719

Value in multi-year variable compensation allocated during the year

0

0

Value of stock options granted during the year (see Table 4 for details)

244,200

245,000

Value of performance shares granted during the year (see Table 6 for details)

1,189,900

0

Value of performance units granted during the year

0

1,232,400

TOTAL

4,066,631

3,864,119

Compensation and benefits allocated to the Chairman and Chief Executive Officer

2.2.3

The table below presents a breakdown of the fixed and variable compensation and other benefits allocated to Mr. Pierre-André

de Chalendar for the fiscal years ended December 31, 2015 and 2016.

TABLE 2 – SUMMARY OF THE COMPENSATION OF THE EXECUTIVE DIRECTOR (AMF NOMENCLATURE)

(in EUR before social charges and income tax)

2016

2015

Amount due

(2)

Amount paid

(3)

Amount due

(2)

Amount paid

(3)

Pierre-André de Chalendar,

Chairman and Chief Executive Officer

Fixed compensation

(1)

1,100,000

1,100,000

1,100,000

1,100,000

Annual variable compensation

(1)

1,529,879

1,284,067

1,284,067

1,178,100

Multi-year variable compensation

0

0

0

0

Exceptional compensation

(1)

0

0

0

0

Directors’ attendance fees

(4)

0

0

0

0

Benefits in kind: company car

2,652

2,652

2,652

2,652

TOTAL

2,632,531

2,386,719

2,386,719

2,280,752

On a gross basis before taxes.

(1)

Compensation allocated during the year, regardless of payment date.

(2)

Compensation paid during the year.

(3)

Attendance fees allocated to Compagnie de Saint-Gobain’s Chairman and Chief Executive Officer for his Director’s duties in non-Group companies in which the

(4)

Group holds stakes are repaid to Compagnie de Saint-Gobain in their entirety.