Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

meeting, as well as an update on the Saint-Gobain stock price compared to the CAC 40 index and an industry index. releases issued by the Company, along with relevant information, if required, about events or transactions that are Between meetings, Directors receive copies of all press other documents they consider necessary to make an informed contribution to the Board’s discussions; requests are material for the Group. Directors are entitled to request any put to the Chairman and Chief Executive Officer, who may submit the request to the Board for a decision. Directors’ duties The internal rules also stipulate the duties of Directors, Saint-Gobain securities and the obligation to hold their specifically with regard to stock trading ethics (prevention of insider trading, closed periods, reporting of trades involving interest. Saint-Gobain shares in registered form), with regard to confidentiality and the management of potential conflicts of

AFEP-MEDEF Code, is reproduced in its entirety in chapter 10, section 1.1.2, with the exception of the provisions regarding the The version of the Board’s internal rules in force at February 1, 2017, which incorporates successive revisions of the

Board Committees which are reproduced below.

Board activities The internal rules provide for Board activities to include the following: annual report and consolidated and corporate financial statements, both annual and interim; examination and approval of the Saint-Gobain Group ‹ examination and approval each year of the Saint-Gobain ‹ Group budget; examination and approval at least once per year of the ‹ Saint-Gobain Group’s strategic guidelines; restructurings, disposals, acquisitions, taking or selling of equity interests in individual amounts greater than approval prior to execution of investment transactions, ‹ €150 million, and any significant transaction not falling within the strategy announced by the Saint-Gobain Group. Ability to debate without the presence of the executive Directors representatives during or after a session, in order to assess The Board’s current internal regulation affords Directors the authority to meet without the presence of the corporate the performance of the corporate representatives and to reflect on the future of the Saint-Gobain Group’s senior management. Thus, each year, the Chairman and Chief Executive Officer shall leave the sessions of the Board and the Nomination, Remuneration and Governance Committee during such discussions (deliberations and votes) on issues involving the assessment of his performance and the setting of his variable compensation (February sessions), as well as during the Board’s assessment, the discussion on the combination of the Chairman of the Board of Directors and shares or performance units (November sessions). CEO roles, and his allocation of stock options, performance presence of the Chairman and Chief Executive Officer to discuss matters of governance in general, beyond the issues The Board intends to continue meeting in 2017 without the of compensation of the Chairman and Chief Executive Officer and assessment of the Board, and at the initiative and under the lead of the Lead Independent Director starting from the time he enters into office, if need be as co-chair with the Chairman of the Nomination and Remuneration Committee (chapter 6, section 1.2.1). Prior and permanent information for Directors At each meeting, the Board is provided with an analysis of the Saint-Gobain Group’s operating income and net debt situation, prepared as of the end of the month preceding the

Other provisions in the internal rules

training on the specific activities of the Saint-Gobain Group, its businesses and its business lines. Finally, the internal rules provide for the distribution of attendance fees and the right of Directors to additional

1.2.3

Principal activities of the Board and Committees in 2016

a) Principal activities of the Board in 2016 The Board of Directors held ten meetings in 2016. The rate of attendance of those Directors in office at February 1, 2017 at single meeting, two Directors missed two meetings and one Director missed four meetings. all these meetings was 92%. Eight of the sixteen Directors attended every meeting of the Board. Five Directors missed a The principal topics discussed during these meetings are listed below. Monitoring of the strategic guidelines of the Group and its Activities At each meeting, consistent with its internal rules, the Board assessed changes in the Group’s situation. During each meeting, including a half-day seminar dedicated to a presentation on the Group’s strategy, the Board reviewed and competitors, status of a Sector or Activity within a country, progress, including the plan to acquire a controlling interest in Sika (see chapter 3, section 1.2), benchmarks with the main etc.) where appropriate after hearing members of the senior management of the Activities in question. It also followed the implementation of the roadmap relative to the digital transformation of the Group. approved the Group’s strategic guidelines or a specific aspect of the strategy (specifically, disposals and acquisitions in

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016