Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

1.1.3

Conflicts of interest and statements regarding members of the Board of Directors

and employees Representation of employee shareholders Pursuant to the bylaws of the Company and to the laws, Alain Destrain and Pascal Laï were appointed employee Directors by the Company’s Group Committee. These two Directors, as well as Mr. Pestre, the Director representing employee shareholders appointed pursuant to the law as well, sit on the Board of Directors and are entitled to vote in the same way as the other Directors. Subject to the laws applying specifically to them, these Directors are subject to all legal and statutory those applicable to the other Directors. provisions, have the same rights and are subject to the same duties, as fixed, in particular, by the Board’s internal rules, as By law, one member of the Works Council (Mr. Cotrel, elected by the members of the Works Council and representing employees, who succeeded Ms. Daveau in November 2016) holds a seat on the Board of Directors in a consultative capacity. that each Director must hold a minimum of 800 registered shares, with the law exempting employee Directors, whether The Company bylaws and the Board’s internal rules provide shareholders or not, from this type of obligation.

To the best knowledge of Compagnie de Saint-Gobain, as of February 1, 2017 there are no family relationships between the Company’s Directors and, within the past five years, no Director has been found guilty of fraud, been associated with a bankruptcy, sequestration or liquidation, received an official public penalty or sanction issued by a statutory or regulatory body of an issuer of securities, or from taking part in authority, and/or been prevented by a court from acting as a member of an administrative, management or supervisory managing or conducting an issuer’s business. conflicts of interest between Compagnie de Saint-Gobain and the personal and professional activities of the members of its To the best of the Company’s knowledge, there are no Board of Directors, and there are no service contracts between any members of the Board and either Compagnie de Saint-Gobain or any of its subsidiaries that provide for the conferral of benefits at the term of such contracts. The Board’s internal rules address conflicts of interest in the event such a situation arises: the Director in question has the the Lead Independent Director, from the date he takes on his duties, thereof and to refrain from participating in the duty to inform the Chairman and Chief Executive Officer and discussions and deliberations on the subject in question (see chapter 10, section 1.1.2).

Re-election of the Board of Directors and changes in its composition 1.1.4 The members of the Board of Directors may be re-elected in a staggered and balanced fashion as follows:

6

Date of expiration of the term of office

Director and date of first election

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2016

Jean-Martin Folz (March 2001) Pamela Knapp (June 2013) Agnès Lemarchand (June 2013) Gilles Schnepp (June 2009) Philippe Varin (June 2013)

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2017

Pierre-André de Chalendar (June 2006) Alain Destrain (December 2014) Pascal Laï (December 2014)

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2018

Anne-Marie Idrac (June 2011) Jacques Pestre (June 2011) Olivia Qiu (June 2011) Denis Ranque (June 2003)

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2019

Bernard Gautier (June 2008) Iêda Gomes Yell (June 2016) Frédéric Lemoine (April 2009) Jean-Dominique Senard (June 2012)

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016