Saint Gobain - Registration document 2016

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10 ADDITIONAL INFORMATION AND CROSS-REFERENCES TABLES
1. Additional information
300 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
Internal Rules of the Board of 1.1.2
Directors
The Compagnie de Saint-Gobain’s Internal Rules of the Board
of Directors in force on February 1, 2017 describe the Board’s
organization and functioning. The Internal Rules were last
updated by the Board of Directors on November 24, 2016,
following the entry into force of the revised Market Abuse
Regulations.
provide commentary.
The provisions of the Board of Director’s Internal Rules are
reproduced in their entirety below, except for the provisions
that concern Board Committees, which are set out in
chapter 6, section 1.2.3. (b). Paragraphs shown in italics below
“The internal rules aim to set out the organization and
functioning of Compagnie de Saint-Gobain’s Board of Directors.
They are to be applied in conjunction with the rules and duties
laid out in those applicable legal and regulatory provisions and
the Company’s bylaws which have not been reproduced below.
They implement the recommendations published by the
AFEP-MEDEF corporate governance code for French listed
companies.
I. Meetings of the Board of Directors
agenda for the following meeting.
distributed to Directors for the following year. The draft
minutes of each meeting are sent to the Directors at the same
time as the agenda for the next meeting. They are approved
at that meeting and the final minutes are then sent with the
The Board holds at least seven scheduled meetings each year.
At each year-end, an annual work program is drafted and
take part in a Board meeting using videoconferencing or other
telecommunication technology without any break in
transmission, enabling them to be identified and to participate
actively in the discussion, are deemed to be present for
Except for meetings held to approve the annual financial
statements of the Company, the annual consolidated financial
statements and the annual management report, Directors who
calculation of the quorum and voting majority.
II. Prior and permanent information for Directors
Each time a meeting is called, Directors are provided with a
selection of financial analyses and a range of press articles
concerning the Saint-Gobain Group published in the period
since the last Board meeting.
agenda for a meeting is sent to the Directors prior to the
meeting.
The text of explanations and presentations scheduled on the
The draft annual report for the Saint-Gobain Group and the
draft Group and Company annual and interim financial
statements are sent to the Directors prior to the meeting at
which they are to be considered.
The information file handed out to the Directors at each
index.
meeting includes, among other things, an analysis of the
Saint-Gobain Group’s operating income and its net debt at the
previous month-end, as well as details of the Saint-Gobain
share performance compared with the CAC 40 and an industry
One Board meeting is held at a different Saint-Gobain Group
site each year, to give the Directors an opportunity to also
visit the site concerned.
the Saint-Gobain Group.
Between meetings, the Directors receive copies of all press
releases issued by the Company, along with any relevant
information about events or transactions that are material for
to the Chairman and Chief Executive Officer, who may submit
the request to the Board for a decision.
Directors have the right to ask for any other documents that
they consider necessary in order to make an informed
contribution to the Board’s discussions; the request is made
Directors may also ask to meet senior executives of the
Saint-Gobain Group and to request that no executive
Directors are present; in the latter case, notice shall first be
given to the Chairman and Chief Executive Officer, who may
submit the request to the Board for a decision.
III. Decisions of the Board
The Board examines all issues that fall within its remit, as
specified in the applicable laws and regulations and the
Company’s bylaws, particularly on the following subjects:
The Board meets annually to review and approve the budget
for the Saint-Gobain Group.
A meeting is held at least once a year to review and decide on
the Saint-Gobain Group’s overall strategy.
All capital expenditures, restructuring, disposals, acquisitions
and financial investment and divestment projects each
individually representing over €150 million must be submitted
to the Board for prior approval, along with any material
transactions that fall outside the Group’s stated strategy.
provides the Directors with all relevant information by the
most efficient method in order to obtain their opinion.
For urgent matters where there is not enough time to call a
Board meeting, the Chairman and Chief Executive Officer
meeting each year and a formal assessment of its
organization and practices is conducted periodically on the
initiative of the Nomination, Remuneration and Governance
Committee; the results of this assessment are reviewed at the
The Board’s practices are reviewed during at least one
next Board of Directors’ meeting.
Nomination, Remuneration and Governance Committee. The
Every year, the Board also reviews each Director’s situation in
relation to the independence criteria set out in the
AFEP-MEDEF code, based on a report prepared by the
results of the review are reported to shareholders in the
annual report.
Group’s senior management.
Non-executive Directors may meet during or after a Board
meeting, without the executive Directors being present, so
that they can assess the performance of the executive
Directors and consider the future line-up of Saint-Gobain