Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

Audit and Risk Committee Composition

Finally, it discussed the Company’s policy regarding professional and salary equality.

b) Principal activities of the Committees in 2016 Board Committees The Board has established three Committees aimed at improving its operations and effectively contributing to the preparation of its deliberations: the Audit and Risk Committee, the Nomination, Remuneration and Governance Committee, and the Strategy and Corporate Social Responsibility Committee. These Committees do not have their own decision-making authority (barring specific provision otherwise provided for by the internal rules of the Board of Directors as regards the Audit and Risk Committee’s approval proposals. of non-audit services assigned to the Statutory Auditors), and report to the Board regarding their activities, conclusions and The Board’s internal rules incorporate the rules governing the composition, prerogatives and responsibilities of each Committee, as described below. The activities of these three Committees in 2016 were regularly presented to the Board in the form of activity reports and proposals. Composition of Committees The Board’s practice is to allow some time for all new Directors to adapt before proposing a position on a Committee, since active participation on a Committee requires familiarity with the operation of a Board of Directors and its Committees, and the ability to understand the major certain period of time. challenges with which the Company is faced and which, without the necessary experience, is only acquired after a At the recommendation of the Nomination, Remuneration and Governance Committee, the Board of Directors thus considers, on a case-by-case basis, the opportunity to propose to Directors their participation in one of the three Committees, depending upon the most appropriate schedule. Further, in its examination of the composition of the Committees and appointment of new Directors to these Committees, the Board ensures compliance with the recommendations of the AFEP-MEDEF Code with regard to the proportion of independent Directors on these Committees. Considering the non-renewal of the term of office of Mr. Jean-Martin Folz, due to the statutory age limit which he will reach during a possible new term, and assuming the Director terms which will be submitted to the approval of the next General Shareholders’ Meeting will be renewed, the chairs of the Committees and their composition will be modified as indicated in section 1.1.4 of chapter 6 (“Summary of changes in the composition of the Committees of the

Mr. JEAN-DOMINIQUE SENARD Chairman (since June 6, 2013)

Ms. AGNÈS LE MARCHAND Member Mr. FRÉDÉRIC LEMOINE Member

Member Ms. PAMELA KNAPP

At February 1, 2017, three of the four members of the Audit Committee. and Risk Committee (75%), including its Chairman, were independent Directors. No executive Directors sit on the By virtue of their current or past positions as finance directors and/or chief executive officer, each Committee member has considerable experience and high-level expertise appointed member consults with the Group’s Chief Financial in financial and accounting matters (see biographies in chapter 6, section 1.1.1). It should be noted that each newly Officer on specific accounting, financial and operational aspects of the Saint-Gobain Group. Responsibilities (extracts from the Board’s internal rules) and Risk Committee has the following responsibilities: According to the Board of Directors’ internal rules, the Audit Without encroaching on the role of the Board of Directors, ‹ the Audit and Risk Committee is primarily responsible for overseeing the following matters: processes used to prepare financial information; ‹ efficiency of the internal control and risk management ‹ systems; work performed by the Statutory Auditors on the ‹ financial statements of the Company and the Group; Statutory Auditor’s independence. ‹ and control of accounting and financial information are followed up, that the accounting policies used to prepare It ensures that any questions relating to the preparation ‹ internal procedures used to collect and control accounting the financial statements are both appropriate and applied consistently from one period to the next, and that the and financial information provide the necessary assurance in this regard. It reviews the interim and annual financial statements of ‹ the Company and the Group, as presented by senior management, prior to their examination by the Board of Directors. It reviews the scope of consolidation and, if applicable, the ‹ reasons why any companies have been excluded. It reviews significant risks and off-balance sheet ‹ commitments, based on an explanatory report prepared by the Chief Financial Officer. It receives updates from senior management on ‹ organization and operation of the risk management system. It reviews the Group’s internal control action plan and ‹ receives updates at least once a year on the plan’s results. It makes recommendations concerning the organization of ‹ the internal audit function and receives a copy of the internal audit program as well as executive summaries of the internal audit reports.

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Board of Directors”).

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016