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ADDITIONAL INFORMATION AND CROSS-REFERENCES TABLES
1. Additional information
301
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
IV. Board Committees
Three Board Committees exclusively composed of Directors
Directors’ tasks and deliberations in their respective areas.
– the Audit and Risk Committee, the Nomination, Remuneration
and Governance Committee, and the Strategy and Corporate
Social Responsibility Committee – prepare the Board of
Committee members may participate in meetings either by
videoconference or telephone, enabling them to be identified
ensuring their effective participation in the meetings, and shall
thus be deemed present at such Committees.
For the purposes of carrying out their duties, these
Committees may commission technical studies by outside
information obtained.
experts at Compagnie de Saint-Gobain’s expense, and consult
Group executives after notifying the Chairman and Chief
Executive Officer, who may submit the request to the Board
for decision. They report to the Board on the opinions and
The Board’s internal rules also cover, among other things, the
respective duties and areas of the three Board Committees. A
description of these duties and areas is provided in chapter 6,
section 1.2.3 in the section dedicated to each Committee.
V. Directors’ duties
as such are required to comply with the laws and regulations
concerning insider trading.
Directors have a regular access to insider information in the
meaning of financial markets legislation and regulations and
Periods known as "negative windows" (closed periods) are
also set each year, during which Directors are prohibited from
trading directly or indirectly and from derivative transactions
in Compagnie de Saint-Gobain’s securities.
financial statements are reviewed, the 15 days preceding the
publication of quarterly sales figures, and the day following
the publication of the annual and half-year results.
These closed periods cover the 30 days preceding the Board
meetings at which the annual and interim consolidated
The calendar of the closed periods is sent each year to the
Directors by the Board Secretary. The Group’s senior
management, as well as employees having regular or
occasional access to insider information, are also subject to
these closed periods.
Directors must declare to the French Financial Markets
Authority (Autorité des marchés financiers) any trades they
have executed involving Compagnie de Saint-Gobain’s
securities, in compliance with applicable regulations.
Directors hold their Compagnie de Saint-Gobain shares in
registered form.
Beyond the obligation of discretion provided by law, Directors
are bound by a general duty of confidentiality with regard to
the documents and information communicated to them
before or during the meetings, as well as on the deliberations
of the Board of Directors, until such time as they have been
made public.
They must seek to avoid any actual or potential conflict of
interest, whether direct or indirect, and if any such conflict of
interest should arise, they must inform the Chairman and Chief
Executive Officer and refrain from participating in discussions
and votes on the concerned topics.
The Chairman and Chief Executive Officer must consult the
Board before accepting any new appointment in a publicly
traded company.
VI. Attendance fees and reimbursement of expenses
The attendance fees approved by the shareholders at the
General Meeting are allocated by the Board of Directors
among its members.
The Chairman and Chief Executive Officer does not receive
any attendance fees.
period served.
For Directors who are elected or retire/resign from the Board
during the year, the fixed fee is paid pro rata to the actual
The fees are paid in two half-yearly installments in arrears,
with any balance available from the annual amount distributed
at the beginning of the following year based on variable parts
allocated to each Director depending both on his/her
participation to Board and Committees meetings held during
the prior fiscal year.
Directors may be reimbursed upon submission the necessary
supporting documents, for travel expenses, and any expenses
incurred within the course of carrying out their duties as
Directors of the Company.
VII. Other provisions
If he or she considers it necessary, each Director may receive
additional training about the Saint-Gobain Group’s specific
characteristics, businesses and operating segments.
Those appointed to the Audit and Risk Committee may, if
they consider it useful, receive training in the accounting,
financial and operational specificities of the Group’s activities.
Unless impeded, Directors attend General Meetings.”