Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

Summary of the composition of the Board of Directors Committees The following tables show the changes in the composition of the three Board of Directors Committees in fiscal year 2016, and as planned upon completion of the General Shareholders’ Meeting scheduled for June 8, 2017:

As from the General Shareholders’ Meeting of June 4, 2015

As from the General Shareholders’ Meeting of June 2, 2016

As from the General Shareholders’ Meeting of June 8, 2017

Audit and Risk Committee

Chairman

Jean-Dominique Senard (1)

Philippe Varin (1)

Members

Pamela Knapp (1) Agnès Lemarchand (1) Frédéric Lemoine

Pamela Knapp (1) Agnès Lemarchand (1) Gilles Schnepp

Independent Director. (1)

and Governance Committee Nomination, Remuneration

Meeting of June 4, 2015 As from the General Shareholders’ As from the General Shareholders’ Meeting of June 2, 2016

As from the General Shareholders’ Meeting of June 8, 2017

Chairman

Philippe Varin (1)

Anne-Marie Idrac (1)

Members

Bernard Gautier Anne-Marie Idrac (1) Sylvia Jay (1)

Bernard Gautier Anne-Marie Idrac (1)

Frédéric Lemoine Pascal Laï (2) Olivia Qiu (1)

Pascal Laï (2) Olivia Qiu (1)

Independent Director. (1) Employee Director, not included in the ratio of independent Directors, in accordance with the recommendations of the AFEP-MEDEF Code. (2)

Responsibility Committee Strategy and Corporate Social

Meeting of June 4, 2015 As from the General Shareholders’ As from the General Shareholders’ Meeting of June 2, 2016

As from the General Shareholders’ Meeting of June 8, 2017

Chairman

Jean-Martin Folz

Dominique Senard (1)

Members

Pierre-André de Chalendar Frédéric Lemoine

Independent Director. (1)

1.2

OPERATION OF THE BOARD OF DIRECTORS

1.2.1

Governance structure: combined Chairman of the Board/CEO roles and Lead Independent Director

November 24, 2016, the Board of Directors concluded that, within Compagnie de Saint-Gobain, combining the two roles Having discussed the matter most recently in their meeting of advantageous in a period of challenging economic conditions. helps to ensure more responsive and efficient corporate governance and strategy implementation. It is particularly Moreover, the decision to combine the two roles once again 2013, on the occasion of the renewal of the term of Director was in line with the Group’s longstanding management tradition. The assessment of the Board’s work completed in combining of the roles, and wished for this to continue. of Mr. Pierre-André de Chalendar, and repeated every year since, found that all Directors were satisfied with the The Chairman and Chief Executive Officer is vested with the broadest authority to act under all circumstances on behalf of the Company within the scope of its corporate purpose and subject to the limits set by law, the bylaws and/or internal rules of the Board of Directors (see chapter 6, section 1.2.2

CEO roles Combination of the Chairman of the Board and Compagnie de Saint-Gobain resolved to recombine the roles At its meeting of June 3, 2010, the Board of Directors of of Chairman of the Board of Directors and Chief Executive Officer by appointing Mr. Pierre-André de Chalendar as Chairman and Chief Executive Officer. Executive Officer were separated in June 2007 to ensure a smooth handover of powers from Mr. Jean-Louis Beffa – then The roles of Chairman of the Board of Directors and Chief reaching the age limit for the position of Chief Executive Officer, and who subsequently became honorary Chairman of Compagnie de Saint-Gobain – to Mr. Pierre-André de Chalendar.

and chapter 10, section 1.1).

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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