Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
2. Management and Directors’ compensation
150 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
termination of office of the Chairman and Chief Executive Officer
Employment contract, retirement benefits and termination benefits allocated in case of 2.2.4
OF TERMINATION OF OFFICE OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE)
TABLE 11 – EMPLOYMENT CONTRACT, RETIREMENT BENEFITS AND TERMINATION BENEFITS ALLOCATED IN CASE
Name Employment contract pension plan
Supplementary
change of functions
owing to termination or a
Benefits due or falling due
Non-compete indemnity
Yes No Yes No Yes No Yes No
Pierre-André de Chalendar
Chairman and Chief Executive Officer
X (1) X X X
Termination of his employment contract as of June 3, 2010. (1)
Committee, the Board authorized renewal of the following
of the Nomination, Remuneration and Governance
At its meeting of March 20, 2014 and at the recommendation
to be due for termination of his duties as Chairman and Chief
components of compensation, indemnities or benefits due or
Chairman and Chief Executive Officer, corresponding to
commitments in favor of Mr. Pierre-André de Chalendar,
Commercial Code. These commitments were approved by the
scope of application of Article L.225-42-1 of the French
Executive Officer of Compagnie de Saint-Gobain, within the
7 and 8).
General Shareholders’ Meeting of June 5, 2014 (resolutions 6,
were amended on the occasion of their renewal to
The terms of these commitments, similar to those of 2010,
June 2013.
revised version of the AFEP-MEDEF code, published in
incorporate the new recommendations introduced by the
Chairman and Chief Executive Officer
a) Compensation for loss of office of the
compensation for termination of office as Chairman and Chief
The conditions applying to Mr. Pierre-André de Chalendar’s
following:
Executive Officer of Compagnie de Saint-Gobain are the
Forced departure
The indemnity for termination of office may only be paid in
as Chairman and Chief Executive Officer was due to forced
the event that Mr. Pierre-André de Chalendar’s loss of office
following circumstances:
and related to a change of control or strategy under the
departure, regardless of the form such departure might take,
mandate as Chairman and Chief Executive Officer is not
he is removed before the end of his term of office or his ‹
Executive Officer; or
misconduct not related to his duties as Chairman and Chief
the event of gross or willful misconduct or serious
renewed on expiry, unless this is at his own initiative, or in
he is forced to resign within the twelve months following: ‹
demerger affecting Compagnie de Saint-Gobain, or
the date of approval by the shareholders of a merger or
‹
Commercial Code), or
Company (as defined by Article L.233-3 of the French
investors acting in concert acquire control of the
the effective date on which an investor or group of
‹
strategy leading to a major refocusing of its business.
governance bodies of a significant change in the Group’s
the announcement by Compagnie de Saint-Gobain’s
‹
following the date on which he ceases his functions, and to
above, he were eligible to retire during the twelve months
own initiative under one of the circumstances described
those described above, or if, upon leaving the Company at his
(c) below).
plan for engineers and supervisory employees (see paragraph
receive a pension under the so-called “SGPM” defined-benefit
Company at his own initiative under circumstances other than
be due if Mr. Pierre-André de Chalendar were to leave the
In any case, no compensation for termination of office would
Cap on indemnity for termination of office
annual compensation is henceforth defined as the “Reference
Compensation”.
average of the variable part of the annual compensation
as of the date on which his functions cease, and of the
compensation as Chairman and Chief Executive Officer paid
compensation, defined as the sum of his final year’s fixed
Officer for his last three full years in office. This gross total
received or receivable as Chairman and Chief Executive
maximum of the equivalent of double his gross total annual
compensation for termination of office not to exceed a
Mr. Pierre-André de Chalendar will be able to receive
Compensation.
amount of Mr. Pierre-André de Chalendar’s Reference
indemnity (see paragraph (b) below) exceed double the
indemnity for termination of office and the non-compete
Under no circumstances may the cumulative amount of such
Performance condition
Payment of the compensation for termination of office will be
subject to fulfillment of a performance condition defined as an
maximum amount fixed for this variable part for the last three
compensation at least equal to one-half of the average
allocation by the Board of Directors of a variable part of
challenging, as demonstrated by the overall completion rate
ceases his functions. This performance condition is
Executive Officer and ending prior to the date on which he
full years during which he will be Chairman and Chief
totaled 82%, and 69% in 2015.
compensation for the past two fiscal years, which in 2016
of the objectives corresponding to the variable share of his