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CORPORATE GOVERNANCE
2. Management and Directors’ compensation
151
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
applicable laws, of fulfillment of this performance condition,
subject to the Board’s prior determination, in accordance with
Payment of an indemnity for termination of office will be
on his date of termination of office.
office of the Chairman and Chief Executive Officer
performance units in the event of termination of
Stock options, performance shares and
Executive Officer under circumstances qualifying him for
In the event of termination of his office as Chairman and Chief
compensation for termination of office (see the cases listed in
proposal of the Nomination, Remuneration and Governance
previous paragraph, the Board reserves the right, on the
fulfillment of the performance condition described in the
the paragraph “Forced departure” above), and subject to
granted to him as of the date of termination and which have
stock options, performance shares and performance units
of Mr. Pierre-André de Chalendar’s rights to Saint-Gobain
Committee, to decide whether or not to maintain all or some
not been delivered as of this date, or for which the exercise
times, the performance condition(s) set out in the plans
period has not expired, as the case may be, provided at all
concerned have been fulfilled.
b) Non-compete indemnity
irrevocable non-compete agreement with Compagnie de
Mr. Pierre-André de Chalendar has signed a firm and
for termination of office.
terminated in circumstances qualifying him for compensation
functions as Chairman and Chief Executive Officer are
Saint-Gobain for a period of one year from the date his
the Reference Compensation (see Paragraph (a) above), it
Chalendar would receive a non-compete indemnity equal to
In consideration for this commitment, Mr. Pierre-André de
compensation under the non-compete agreement and the
will, if necessary, be reduced so that the sum of the
termination of office due to Mr. Pierre-André de Chalendar
being specified that the amount of the compensation for
than two times the Reference Compensation.
compensation for termination of office amount to no more
In accordance with the recommendations of the
Chalendar’s duties as Chairman and Chief Executive Officer, in
no later than the date of termination of Mr. Pierre-André de
unilaterally waive application of the non-compete agreement,
AFEP-MEDEF Code, the Board of Directors is entitled to
shall be due to him on this account.
which case he shall be free of any commitment and no sum
c) Supplementary pension arrangements
Pension commitments to Mr. Pierre-André de
executive Director
Chalendar in his capacity as non-employee
basis as for all other beneficiaries of this plan.
pension plan for engineers and executive staff, on the same
provisions governing the so-called “SGPM” defined benefits
Mr. Pierre-André de Chalendar continues to benefit from all
Mr. Pierre-André de Chalendar does benefit from the SGPM
differential type system, according to Article 39 of the
the plan was closed to new entrants. It is a so-called
Compagnie de Saint-Gobain before January 1, 1994, the date
pension plan covering all employees who, as he did, joined
General Tax Code. As of December 31, 2016, 213 retired former
be entitled to benefits on retirement.
benefits under the plan and a further 31 active employees will
employees of Compagnie de Saint-Gobain were receiving
employees) are partly financed, in the amount of
beneficiaries of the retirement system (current and retired
Commitments made to Mr. Pierre-André de Chalendar and all
risk.
insurance companies, without transfer of the lifetime income
approximately 60% of the total, through outsourcing to two
To benefit from the plan, Mr. Pierre-André de Chalendar will
forced to terminate his activity for health reasons.
conditions, he will not be able to claim this benefit, unless
leaves Compagnie de Saint-Gobain before fulfilling these
contributing to the SGPM plan for at least 15 years. If he
compulsory
government-sponsored
schemes
after
have to retire at 60 or over on a full pension under the
Benefits under the plan are determined so that retirees
(up to 35 years) and is determined on a declining scale for
guaranteed amount depends on the retiree’s years of service
receive a guaranteed total income in retirement. The
benefits.
for the purpose of calculating the plan’s total guaranteed
during the period are deducted from the guaranteed amount
retiree under other basic and compulsory pension plans
exceptional or temporary payments. Benefits received by the
each tranche of gross annual compensation excluding
of service under the SGPM plan, Mr. Chalendar would be
after completing the maximum number of pensionable years
rate of approximately 47% of his final year’s fixed
pension schemes) representing a guaranteed replacement
pension benefits paid under the basic and compulsory
entitled to total guaranteed pension benefits (including
difference between these guaranteed total benefits and
Compagnie de Saint-Gobain therefore corresponds to the
benefits under the SGPM plan that would be paid by
compensation. The seniority-based supplementary pension
latest fixed compensation set in the event of retirement at
schemes and would therefore be approximately 35% of his
benefits paid under the basic and compulsory pension
maximum seniority.
final year’s fixed compensation and his years of service with
Mr. Pierre-André de Chalendar’s pension will be based on his
which he joined the Saint- Gobain Group. If he were to leave
the Group, calculated as from October 1, 1989, the date on
AFEP-MEDEF code’s recommended ceiling, which is 45% of
retirement payout is significantly lower than the
Mr. Pierre-André de Chalendar’s maximum supplementary
1.5% of his fixed compensation per year of seniority, and thus
increase in Mr. Pierre-André de Chalendar’s potential rights is
the sum of the fixed and variable compensations. The annual
renewed.
should Mr. Pierre-André de Chalendar’s term of office be
compensation set by law, that will be applicable from 2018
represents only 50% of the 3% ceiling of the annual
contribution on the premiums paid to the two insurance
referred to above, the Company would be required to pay a
of the seniority-based supplementary pension benefits
Finally, with regard to expenses associated with the payment
companies mentioned above, the rate of which is set at 24%.