Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

Name

Age Independent (1)

Other offices (4)

ARC (5)

NRGC (6)

SCSRC (7)

Years of seniority

Pierre-André de Chalendar

58

No

1

(M) (8)

11

Alain Destrain

0

2

60

No (2)

Jean-Martin Folz

70

No

1

(C) (9)

16

Bernard Gautier

57

No

1

(M)

9

Iêda Gomes Yell

60

Yes

2

1

Anne-Marie Idrac

65

Yes

2

(M)

6

Pamela Knapp

59

Yes

3

(M)

4

Pascal Laï

0

(M)

2

54

No (2)

Agnès Lemarchand

62

Yes

2

(M)

4

Frédéric Lemoine

51

No

2

(M)

(M)

8

Jacques Pestre

0

6

60

No (3)

Olivia Qiu

50

Yes

1

(M)

6

Denis Ranque

65

No

1

14

Gilles Schnepp

58

No

1

8

Jean-Dominique Senard

64

Yes

1

(C)

5

Philippe Varin

64

Yes

1

(C)

4

Number of meetings

Board: 10

ARC: 4

NRGC: 4

SCSRC: 7

Attendance rate 100% According to the criteria expressed by Recommendation 8.5 of the AFEP-MEDEF Code: (i) not be or not have been during the preceding five years an employee or (1) executive Director of Compagnie de Saint-Gobain nor an employee, executive Director or non-executive Director of a company that Compagnie de Saint-Gobain consolidates, (ii) not hold cross-directorship in the meaning of Recommendation 8.5.2 of the AFEP-MEDEF Code, (iii) not have significant business relationships with the Saint-Gobain Group, (iv) not have close family ties with a Director of Compagnie de Saint-Gobain, (v) not have been a Statutory Auditor of Compagnie de Saint-Gobain during the preceding five years and (vi) not have been a Director of Compagnie de Saint-Gobain for more than twelve years, it being specified that the forfeiture of the position as independent Director occurs at twelve years. Employee Director, appointed pursuant to the law, not included in the calculation of director independence and gender parity ratios on the Board of Directors, in (2) compliance with the recommendations of the AFEP-MEDEF Code. Director representing employee shareholders, appointed pursuant to the law, not included in the calculation of director independence and gender parity ratios on (3) the Board of Directors, in compliance with the recommendations of the AFEP-MEDEF Code. Held within listed companies (excluding Compagnie de Saint-Gobain). (4) Audit and Risk Committee. (5) 92% 94% 85%

Nomination, Remuneration and Governance Committee. (6) Strategy and Corporate Social Responsibility Committee. (7)

Member of a Committee. (8) Chairman of a Committee. (9)

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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