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ADDITIONAL INFORMATION AND CROSS-REFERENCES TABLES
1. Additional information
299
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
up to the expiration of their term. The appointment of the
employee Director or Directors by the Works Council shall
occur within six months of the General Meeting. The Director
representing employee shareholders, appointed by the
General Meeting, is not taken into account for the purpose of
determining the number of employee Directors to be
appointed.
completion of the Annual General Meeting called to approve
the financial statements for the year during which they reach
the age limit. The duties of an employee Director shall also
terminate in the event of termination of his or her
The duties of the members of the Board of Directors and the
Chairman of the Board of Directors (whether or not he is
Chairman and Chief Executive Officer) shall end upon
employment contract, on the date of the termination, subject
to intra group transfer If the conditions for application of the
law are not met, the term of office of the employee Director
or Directors shall end upon completion of the meeting of the
Board of Directors that confirms the Company’s exit from the
scope of application of the law.
business strategy and examines any issues related to the
efficient operation of business.
The Board of Directors determines the Company’s overall
The Board’s activities are organized and led by the Chairman
of the Board.
Board meetings may be held using videoconferencing or
other interactive telecommunication technology, under the
conditions stated by law.
Each Director appointed by the General Meeting is required
to hold at least 800 shares.
General Management (Articles 13 and 15)
General Management is assumed either by the Chairman of
the Board of Directors, in this case in his capacity as
Chairman and Chief Executive Officer, or by the Chief
Executive Officer.
At the choice of the Board of Directors, the Company’s
The Chief Executive Officer, chosen by the Board of
Directors, whether or not from among its own members, is
vested with the broadest authority to act under any
third parties.
circumstances in the name of the Company within the limits
of the corporate purpose and subject to such powers as the
law expressly attributes to General Meetings and to the Board
of Directors. He represents the Company in its relations with
General Meetings and voting rights (Article 18)
been formally recorded in the accounts, subject to the
applicable legal provisions.
Any shareholder may participate in General Meetings in
person or by proxy, provided that his/her/its shares have
communication. All shareholders may give proxy to another
person or entity to represent them at a General Meeting,
subject to the applicable legal provisions. Legal entities
shareholders are represented at a General Meeting by their
Where decided by the Board, shareholders may be convened
to and vote at a General Meeting by any form of electronic
legal representative or by any person designated by such
legal representative.
beneficial owner of the shares. Each shareholder has a
number of voting rights corresponding to the number of
shares held, without limitation.
At all General Meetings, voting rights are exercisable by the
shares registered in the name of the same holder for at least
two years.
However, double voting rights are allocated to fully paid-up
In addition, in the case of a capital increase through
capitalization of reserves, profits or share premiums,
registered shares allocated free of charge to a shareholder
carry double voting rights from the date on which they are
issued on the basis of shares already held by the shareholder
carrying such entitlement.
inheritance or as a result of the liquidation of the marital
estate or an inter vivos donation to a spouse or a relative in
the direct line of succession, and the transfer is not taken into
account for the purpose of calculating the two-year
Double voting rights are forfeited when the shares are
converted to bearer form or sold. However, double voting
rights are not forfeited when title is transferred by way of an
qualifying period.
Shareholders may vote by mail in accordance with applicable
laws and regulations.
Allocation and appropriation of net income (Article 20)
the share capital. If the share capital is increased, the same
transfer requirement applies until the legal reserve represents
10% of the new share capital.
Each year, 5% of net income for the year less any losses
carried forward from prior years, is credited to the legal
reserve, until such time as the legal reserve represents 10% of
Distributable income corresponds to net income for the year
less any losses carried forward from prior years and less any
amounts to be credited to reserves in application of the law
or the Company’s bylaws, plus retained earnings.
The General Meeting may appropriate this distributable
income as follows:
recommendation of the Board of Directors.
All or part of this amount to any contingency or special
1.
reserves or to retained earnings, based on a
If these appropriations do not absorb the total amount of
2.
non-cumulative first dividend equal to 5% of the paid-up
par value of shares, without being entitled to claim such
payment from appropriations from the distributable
income of subsequent years.
distributable income, shareholders are paid a
If any funds remain after paying these appropriations, they
3.
are used to pay a second dividend.
shareholders the option of receiving all or part of the
The Annual General Meeting approving the financial
statements for the fiscal year may decide to offer
dividend (or any interim dividend) in cash or in shares.