Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

recommendations and paths to improvement in 2017 Results of implementing the 2016 Directors believe that the recommendations formulated upon completion of the 2015 assessment, concerning: the reflection on changes in the Board’s composition (size, diversity) in connection with the Group’s strategic and geographic guidelines; the consolidation of work carried out in relation to development, were well taken into account in 2016. and the in depth exploration of strategic matters, value creation, innovation, digital transformation and geographic In order to continue move forward, the Board retained the with the specialized consulting firm: following proposals resulting from the assessment performed improve the feedback to the Directors regarding their ‹ individual contribution (see “Procedure” above); which must continue to be reduced while maintaining the proportion of executive Directors and continuing to continue reviewing the Board’s composition, the size of ‹ Board” above); diversify the profiles and expertise and retaining the distribution and digital skills (see “Composition of the improve the Directors’ knowledge of the principal ‹ operational managers of the Group; continue improving the monitoring by the Board of the ‹ implementation of its decisions; and geographic dynamics. continue the in-depth exploration of the strategic subjects, ‹ the creation of value, innovation, digital transformation 1.2.5 The Board of Directors meets once a year at one of the Group’s plants or research centers. In May 2016, the Board of Directors visited the Saint-Gobain Adfors factory in the Czech Republic, which specializes in glass fiber fabrics within the Innovative Materials Sector. Each new Director may ask for training on the topic of his or her choice and visit the Group’s plants, distribution facilities or research centers. As part of this process, new Directors are also able to tour various manufacturing or Building corporate social responsibility matters; the improvement of the Board’s monitoring of the implementation of its decisions Directors’ induction process Distribution sites and, upon their request, to meet the Sector general managers or members of senior management. Further, employee Directors benefit from the law on supplementary training, the content of which is set every year by the Board of Directors, after consultation of such employee Directors.

needs to fulfill its role. They noted the constructiveness of the dialog and the free discussions within the Board and with senior management, the transparent operation of the Board, topics within its remit and has access to the information it well, is independent, competent, and that its composition is more balanced and diversified than in 2013, addresses all the the contribution of the preparatory work of the Committees, as well as the availability of the management. The Directors once again appreciated the strategic seminar and noted the usefulness of on-site visits, allowing them in The Directors considered indeed that the Board operates particular to meet the Sector and Business Directors and the Delegates, and the Director’s training program. Finally, they praised the quality of the work of the Board Committees, and in particular the role played by the Strategic and Corporate Social Responsibility Committee in the preparation of the strategic subjects discussed during the Board meetings. Meeting then to 16 members after the 2016 Shareholders’ Meeting (see chapter 6, section 1.1.4). Directors noted their two employee Directors whose appointment was required by law, to 17 members after the 2015 General Shareholders’ The Board’s size has changed over the last two years, from 18 members in December 2014 due to the incorporation of to 14 members, with the view, for the future replacement, to retain the proportion of executive Directors operating within desire to continue to reduce the number of Directors in 2017 other large groups, while continuing to diversify the Board’s composition with regard to gender, age, nationality, profile and management experience within an international group Gomes Yell during the 2016 General Shareholders’ Meeting, whose international career, knowledge of emerging markets and skills and maintaining the distribution and innovation/digital profiles. The appointment of Ms. Iêda caught the attention of the Nomination, Remuneration and Governance Committee and of the Board, highlights this approach. Employee Directors who began servicing in December 2014 are considered to be well integrated. The assessment of the Board carried out during 2016 revealed that, the expertise and experience of the Directors activities/business of the Group, innovation/digital, management, strategy, finance, governance and/or corporate were deemed varied and complementary, in particular matters such as knowledge of the industry, Independent Director, for the reasons described in chapter 6, section 1.2.1. Moreover, the Board members, during their meeting of November 24, 2016, decided to create the position of Lead Composition of the Board of Directors social responsibility.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016