Saint Gobain - Registration document 2016

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10 ADDITIONAL INFORMATION AND CROSS-REFERENCES TABLES
1. Additional information
298 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
Additional information 1.
PRINCIPAL STATUTORY PROVISIONS AND INTERNAL RULES 1.1
OF THE BOARD OF DIRECTORS
Principal statutory provisions 1.1.1
The main provisions of Saint-Gobain Compagnie’s bylaws are
summarized below.
A complete version of the bylaws may be consulted on the
Company’s website A copy may also
be obtained upon request from the Clerk of the Commercial
Court of Nanterre and at the Company’s headquarters.
duration (Articles 1, 2, 4 and 5)
Corporate name, form, corporate headquarters and ‹
A French société anonyme governed by the provisions of
Articles L.210-1 et seq. of the French Commercial Code,
Compagnie de Saint-Gobain maintains its corporate
headquarters at Les Miroirs, 18 avenue d’Alsace,
92400 Courbevoie, France (tel.:+33 (0)1 47 62 30 00). It is
registered with the Trade and Companies Register of
Nanterre under No. 542 039 532.
early dissolution or extension.
The Company was founded in 1665 and registered with the
Trade and Companies Register on July 21, 1954 for a period
that will expire on December 31, 2040, unless it is subject to
Corporate purpose (Article 3) ‹
The Company’s corporate purpose is, in summary form, to
conduct and manage, in France and internationally, any and
all industrial, commercial, financial, securities and real estate
transactions related to its manufacturing and contracting
activities, through French or foreign subsidiaries or affiliates
or otherwise.
Fiscal year (Article 19) ‹
Its fiscal year runs from January 1 to December 31.
Share capital and disclosure thresholds (Articles 6 and 7) ‹
At December 31, 2016, the share capital was set at
€2,221,121,432, divided among 555,280,358 shares with a par
value of €4 each, entirely paid in and all of the same type.
The bylaws (Article 7.4) require shareholders to disclose to
the Company within five trading days any direct, indirect or
joint interest representing at least 0.50% of the capital or
voting rights, or any multiple of this percentage.
The same disclosure requirement applies when a direct,
indirect or joint holding falls below any of these thresholds.
rights, as recorded in the minutes of the General Meeting.
of voting rights for a period of two years from the date when
the non-disclosure is remedied, at the request of one or more
shareholders representing at least 3% of the capital or voting
Failure to comply with these disclosure rules may result in the
undisclosed shares exceeding this percentage being stripped
In addition, the Company may request disclosure of
information about its ownership structure and ownership of
its securities pursuant to the relevant laws and regulations.
Share rights (Article 8) ‹
Each share entitles the owner to ownership of corporate
assets and liquidation proceeds in an equal proportion to the
share capital it represents.
Whenever it is necessary to hold a certain number of shares
in order to exercise a right, it is for the owners who do not
possess such number to assume responsibility, as necessary,
to create the corresponding grouping up to the required
number of shares.
below).
Each share entitles the holder to vote at the General Meetings
under the conditions stipulated in the bylaws (see Article 18
Share ownership automatically requires compliance with the
Company’s bylaws and the decisions taken by the General
Meeting.
Company Management (Articles 9 to 12 and 14) ‹
The Company is administered by a Board of Directors
comprised of at least three members and no more than
eighteen members, subject to the exceptions provided for by
law in the event of a merger.
Director and 68 for the Chairman of the Board. The Board
may decide to combine the functions of Chairman of the
Board and Chief Executive Officer, in which case the holder’s
Directors are elected for a four-year term which is renewable,
subject to the age limits for holding office, which is 70 for a
title shall be Chairman and Chief Executive Officer. The age
limit for holding office as Chairman and Chief Executive
Officer is 65 (the same as for the Chief Executive Officer and
Chief Operating Officers).
Group Savings Plan. Such Director will be subject to all legal
and statutory provisions applicable to Directors appointed by
A Director representing employee shareholders shall be
appointed at the General Meeting, upon proposal of the
Board of Directors, among the members of the supervisory
boards of the corporate mutual funds of the Company’s
the General Meeting.
One or two employee Directors shall be appointed by the
Group Works Council (Comité de Groupe) of the Company. If
the number of Directors appointed by the General Meeting is
less than or equal to twelve, one employee Director shall be
number remains higher than twelve on the date of the
appointed by the Group Works Council. If the number of
Directors appointed by the General Meeting is or becomes
greater than twelve, a second employee Director shall be
appointed by the Group Works Council (provided that this
terms of each of the two employee Directors shall continue
appointment). If the number of Directors appointed by the
General Meeting becomes less than or equal to twelve, the