Saint Gobain - Registration document 2016

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10 ADDITIONAL INFORMATION AND CROSS-REFERENCES TABLES
1. Additional information
302 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
The internal rules of the Board of Directors will be
Directors on November 24, 2016 with effect at the close of the
General Shareholders’ Meeting of June 8, 2017 (see chapter 6,
section 1.2.1).
supplemented with the following provisions relating to the
Lead Independent Director, appointed by the Board of
A new Section V, “Lead Independent Director”, will be
inserted, with Sections V to VII thus being renumbered from VI
to VIII.
“V – Lead Independent Director
The Board of Director may appoint a Lead Independent
Director among the independent Directors of the Board.
Independent Director’s term of office is renewable and may
be revoked at any time by the Board of Directors.
The Lead Independent Director will remain in office
throughout his/her term of office as a Director. The Lead
Responsibilities of the Lead Independent Director
oversee the efficient running of the Company’s governance
bodies. As such, he/she is in charge of:
The Lead Independent Director’s main responsibility is to
occurrence of situations of conflicts of interest. He/She
brings to the attention of the Board of Directors possible
conflicts of interest that he/she is aware of concerning the
Directors.
Independent Director is responsible for preventing the
preventing and managing conflicts of interest: the Lead ‹
Chief Executive Officer and the Lead Independent Director;
Under the obligation to declare conflicts of interest
stipulated in the paragraph “Directors’ duties” below, any
Director who finds himself/herself in an actual or potential
conflict of interest situation shall inform the Chairman and
leading the assessment of the organization and operations
‹
of the Board of Directors which is periodically carried out;
convening, chairing, organizing and reporting to the ‹
Chairman and Chief Executive Officer on the meetings of
the Directors held without the presence of the executive
Directors. Such sessions may be held during or at the close
of a meeting of the Board of Directors and, as the case may
be, such sessions may be co-chaired by the Chairman of
the Nominations and Remuneration Committee in the event
he/she is a different person, and for matters falling under
the responsibility of the Nominations and Remuneration
Committee (in particular succession plans and the
executive Directors’ compensation);
being a point of contact for shareholders of Compagnie de
‹
Saint-Gobain on governance matters, and meeting with them,
at the request of the Chairman and Chief Executive Officer;
ensuring that the Directors receive the relevant information ‹
to exercise their duties under the best possible conditions,
in accordance with these internal rules;
of the Board of Directors.
more generally, ensuring compliance with the internal rules ‹
Powers of the Lead Independent Director
In the course of his/her duties, the Lead Independent Director
shall have the right to:
suggest to the Chairman and Chief Executive Officer the
‹
addition of points to the agenda of any meeting of the
Board of Directors;
request the Chairman and Chief Executive Officer to ‹
convene a meeting of the Board of Directors on a specific
agenda;
convene and chair meetings of the Board of Directors in the
‹
event of the temporary incapacity or death of the Chairman
and Chief Executive Officer; and
strictly necessary to accomplish his/her duties and upon
the approval of the Chairman of the relevant Committee.
attend, as the case may be, the meetings of the ‹
Committees of which he/she is not a member, to the extent
The Lead Independent Director reports to the Board of
Directors on the completion of his/her mission on an annual
basis.”
Section V, “Directors’ duties” will be amended as follows
(changes and additions are underlined):
“VI. “Directors’ duties”
(…)
interest, whether direct or indirect, and if any such conflict of
interest should arise, they must inform the Chairman and Chief
Executive Officer and the Lead Independent Director and
refrain from participating in discussions and votes on the
They must seek to avoid any actual or potential conflict of
topics concerned.
(…)”
Furthermore, the Nominations, Remuneration and Governance
Committee will be renamed “Nominations and Remuneration
Committee” and the final paragraph describing its remit
related to governance matters will be deleted (see chapter 6,
section 1.2.3 b)).
PUBLICLY AVAILABLE DOCUMENTS 1.2
For the lifetime of this Registration Document, the following
be consulted through the Financial Communications
Department at the Company’s corporate headquarters, at Les
Miroirs, 18, avenue d’Alsace, 92400 Courbevoie (France), and
may be viewed online a
documents (or a copy of them) relating to the Company may
this Registration Document, which may also be consulted ‹
on the French Financial Markets Authority (Autorité des
marchés financiers) websit
the Company bylaws; and ‹
prepared by an outside expert at the Company’s request, a
part of which is included in or referred to in this
Registration Document.
any reports, letters and other documents, historical ‹
financial information, assessments and statements