Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
2. Management and Directors’ compensation
156 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
Principles and criteria applying to the determination, distribution and allocation of the compensation components of the Chairman and Chief
Executive Officer, for the 2017 fiscal year, submitted to the approval of the General Shareholders’ Meeting (Article L.225-37-2 of the French
Commercial Code)
Executive Officer
Compensation components
attributable to the
Chairman and Chief Cap Description
Long-term compensation Cap for grants of long-term
compensation instruments to
based on IFRS standards) set at
100% of his 2017 total maximum
gross compensation
the Chairman and CEO, i.e.,
stock options, free shares and
performance units (valuation
and
Cap for allocation to the
Chairman and CEO fixed at 10%
of the overall grants
performance shares and
performance units in 2017
and
the Chairman and CEO provided
by resolutions
Caps for allocation to
13 (stock options) and 14 (free
shares) of the General
Shareholders’ Meeting of
June 2, 2016
IFRS standards) greater than 100% of his total maximum gross compensation for the
The Board of Directors has decided, as in previous years, that grants of stock options,
performance shares and performance units to the Chairman and Chief Executive Officer
in 2017, could not, at the time of their grant, represent a value (in accordance with the
2017 fiscal year (fixed compensation plus maximum variable compensation for the 2017
fiscal year).
and Chief Executive Officer for the 2016 and 2015 fiscal years represented a value of less
than 50% of his total maximum gross compensation for such fiscal years.
The grants of stock options, performance shares and performance units to the Chairman
In addition, the Board of Directors has decided that the Chairman and Chief Executive
Officer may not receive more than 10% of the overall grants of performance shares and
performance units allocated under the long-term compensation plans 2017.
For the record, the sub-limit for the grant of stock options to the executive Directors
was set by the General Shareholders’ Meeting of June 2, 2016 at 10% of the limit
determined by the 13th resolution (such limit being also applicable to the 14th resolution
of the same General Shareholders’ Meeting relative to the grant of free shares which
fixed a sub-limit at 10% of the limit set by the resolution for the allocation to the
executive Directors).
criterion (group ROCE) and on an external performance criterion (the stock market
performance of Saint-Gobain vis-à-vis the CAC 40 stock market index), taken
beneficiaries with the interest of the Saint-Gobain shareholders. At the conclusion of
the dialog that the Company has with its investors, the Board reserves the right to
add, or as an alternative, a criterion related to corporate social responsibility which
cannot exceed 20% of the total weighting.
flow , a published market indicator (for more information see pages 31 and 32 of the
Notice of Meeting for the General Shareholders’ Meeting of June 2, 2016). These criteria
have been considered relevant by the Board of Directors, to reflect the operational and
financial performance of the Saint-Gobain Group and to ensure an alignment of the
individually or combined and that it reserves the right to add the criterion of free cash
During the General Shareholders’ Meeting of June 2, 2016, the Board of Directors
indicated its intention to subject the exercise of the stock options and the vesting of the
performance shares under long-term compensation plans to a service condition and
performance conditions which will be based as a minimum on an internal performance
The duration of vesting periods applicable under long-term compensation plans shall
not be shorter than three years.
plans.
certain beneficiaries a plan of performance units instead of the grant of performance
shares, as in the past, the grants of performance units will be subject to the same
service and performance conditions as the grants under performance share plans which
would be implemented in 2017 in favor of other beneficiaries of long-term compensation
In the event that the Board of Directors should decide in 2017 to implement in favor of
As in the past, the Board will set for the Chairman and Chief Executive Officer, for any
allocation in 2017 under long-term compensation plans, a demanding obligation to
retain shares resulting from the exercise of stock options or vested performance shares
or to reinvest in shares upon exercise of performance units, that the Chairman and Chief
Executive Officer will be required to retain in registered form until the cessation of his
duties.
Directors’ attendance fees N/A The Chairman and Chief Executive Officer is not paid any Directors’ fees.
In-kind benefits - The Chairman and Chief Executive Officer has use of a company car.