Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

TABLE 3 – SUMMARY OF EACH DIRECTOR’S COMPENSATION (AMF NOMENCLATURE)

Non-executive Directors

Gross amounts received (in EUR) for 2016

for 2015

Isabelle Bouillot (1)

30,443

47,224

Alain Destrain (2)

64,808

60,708

Jean-Martin Folz

89,002

84,188

Bernard Gautier

78,241

70,950

Iêda Gomes Yell (3)

30,359

-

Anne-Marie Idrac

71,564

75,445

Sylvia Jay (1)

32,935

75,445

Pamela Knapp

74,235

63,789

Pascal Laï (2)

71,742

56,214

Agnès Lemarchand

78,241

67,953

Frédéric Lemoine

93,008

96,174

Gérard Mestrallet (4)

-

10,510

Jacques Pestre

64,808

60,708

Olivia Qiu

53,049

51,719

Denis Ranque

56,797

63,374

Gilles Schnepp

60,803

60,708

Jean-Dominique Senard

72,980

81,191

Philippe Varin

76,985

73,700

TOTAL

1,100,000

1,100,000

Director up to June 2, 2016. (1)

Director’s fees is consequently paid directly by Compagnie de Saint-Gobain to these trade unions. Démocratique du Travail, respectively, all the attendance fees (net of social charges) paid by the Company for their terms as Directors. The net amount of these and Laï each decided to donate to the trade unions with which they are each affiliated, i.e. Confédération Générale du Travail and Confédération Française It should be noted that, at the time they took up their positions in December 2014 and for the entire duration of their terms as employee Directors, Messrs. Destrain (2)

Director from June 2, 2016. (3) Director up to June 4, 2015. (4)

6

With the exception of Alain Destrain, Safety Auditor for charge of POINT.P Matériaux de Construction, who received Jacques Pestre, Senior Vice President of SGDB France, in France Environment, Health and Safety Promoter, and Saint-Gobain Interservices, Pascal Laï, Saint-Gobain Sekurit

subsidiary for 2015 or 2016. from Compagnie de Saint-Gobain or any Saint-Gobain the non-executive Directors received any other compensation compensation in respect of their salaried positions, none of

CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION POLICY 2.2

and CEO compensation policy General principles of the Chairman

2.2.1

measurement requirements. in particular meets transparency and performance The Chairman and Chief Executive Officer’s compensation variable package is determined by taking into account all pay view to achieving a balanced mix of these components. compensation for loss of office and pension benefits), with a compensation, multi-year variable compensation, When setting the various components of Mr. Pierre André de international scope of operations. comparable to Saint-Gobain in terms of sales, workforce and into consideration benchmarks of CAC 40 companies Chalendar’s compensation, the Board of Directors also takes components (fixed compensation, annual

Officer’s compensation is decided by the Board based on the The policy governing the Chairman and Chief Executive recommendations of the Nomination, Remuneration and Governance Committee. Mr. Pierre-André de Chalendar’s compensation complies at all and Governance Committee are committed to ensuring that The Board of Directors and the Nomination, Remuneration corporate governance code for French listed companies and times with the recommendations of the AFEP-MEDEF

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016