Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

Financial management Pursuant to its legal competency, the Board approved annual and interim financial statements, both corporate and consolidated, as well as the various reports relating to them, after hearing the opinion of the Chairman of the Audit and Risk Committee and the Statutory Auditors. The Board also approved the draft resolutions to be submitted to the General Shareholders’ Meeting of June 2, 2016, specifically the proposed dividend distribution, as well as reports be provided to shareholders, and convened the General (extractive industries). Shareholders’ and holders of Titres Participatifs’s Meetings. It approved the report on payments made to Governments It approved the budget of the Saint-Gobain Group, various provisional management reports and documents, and renewed the annual authorizations granted to the Chairman and Chief Executive Officer to issue bonds, sureties and guarantees, and awarded specific authorizations. It also examined related-party agreements and commitments entered into and authorized in previous years, the execution of which continued during fiscal year 2015. It resolved to implement the Company’s stock buyback program. It authorized the Chairman and Chief Executive their cancellation as of May 30, 2016 (see chapter 8, section 1.3.1). bookbuilding carried out by Wendel and later decided on Internal control and risk management current internal control and risk management processes following analysis of the principal risk mapping established in The Board of Directors undertook a review of the Group’s Risk Committee on these subjects. 2016 by the Audit and Internal Control Office, and after having received the report of the Chairman of the Audit and On several occasions, it reviewed the position of the Company and Group with regard to certain risks, procedures, Officer to buyback some of the Saint-Gobain shares disposed of by Wendel on May 3, 2016 as part of an accelerated litigation and environment) and the evolving regulatory environment. The section 1.1). Corporate Secretary reported on the implementation and changes in the Group’s Compliance program (see chapter 4, It updated the procedure in force within the Group that regulates the services which could be assigned to the Statutory Auditors and their network, to prescribe, in accordance with the new regulation, the competence of the (specifically asbestos, competition than the legal certification of the accounts which could be entrusted to them, and to modify the internal rules of the Audit and Risk Committee to approve, under the responsibility of the Board of Directors, the services other Corporate Social Responsibility Over six sessions, one point on the agenda was dedicated to subjects concerning corporate social responsibility, specifically the following topics: circular economy (recycling of production and construction/deconstruction waste, protection of resources and limiting CO 2 emissions), Board of Directors as a result.

male/female diversity and professional equality and equal pay), security policy and, more generally, the corporate social compliance program, (competition, embargoes, fight against corruption), human resources policy (in particular Index”). responsibility policy within the Group (first participation at a very satisfactory level in the “Down Jones Sustainability a specialized consulting firm and discussed the results of this assessment (see chapter 6, section 1.2.4). for French listed companies, the Board formally performed the annual assessment of its operations with the assistance of Pursuant to the AFEP-MEDEF code of corporate governance It discussed the opportunity and decided to appoint, at the proposal of the Nomination, Remuneration and Governance for June 8, 2017 and decided the new composition of the Committee, a Lead Independent Director to enter into office at the close of the General Shareholders’ Meeting scheduled Committees at the close of that same General Shareholders’ Meeting (see chapter 6 sections 1.1.4 and 1.2.1). At the proposal of the Nomination, Remuneration and Governance Committee, it also discussed the combining of the roles of Chairman of the Board and Chief Executive Officer. It confirmed the existence and application of succession plans for the Chairman and Chief Executive Officer in the event of an unanticipated vacancy as well in the long-term. It reviewed the situation of Director independence. It also discussed, at the proposal of the Nomination, Remuneration and Governance Committee, the size and changes in its composition as a result of the expiration of the terms of office of certain Directors, made proposals for the renewal of terms of office, the nomination of a Director and composition of the Committees for the General Shareholders’ Meeting of June 2, 2016 (chapter 6, section 1.1.4) then in view of the General Shareholders’ Meeting of June 8, 2017. Compensation of the Chairman and Chief Executive Officer and long-term employee profit sharing The Board reviewed and prepared the various components of Mr. Pierre-André de Chalendar’s compensation (fixed and chapter 6, section 2.2). variable compensations and allocations of stock options and performance shares) and their respective balance (see The Board further approved the implementation of and these plans, from which certain categories of employees may adopted the principal features of the stock options and performance share plans, and set the performance criteria for benefit (see chapter 6, section 2.4). shareholders, the Board resolved to again offer its employees and former employees the opportunity to subscribe to, under As part of the ongoing development of employee certain conditions, a share capital increase reserved for them in 2017, up to a maximum of six million shares, i.e. slightly more than 1% of share capital at a maximum (see chapter 8, section 2.3). Governance It ruled on the training program of the employee Directors.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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