Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

Principles and criteria applying to the determination, distribution and allocation of the compensation components of the Chairman and Chief Executive Officer, for the 2017 fiscal year, submitted to the approval of the General Shareholders’ Meeting (Article L.225-37-2 of the French Commercial Code)

Compensation components attributable to the Chairman and Chief

Cap

Description

Executive Officer

Long-term compensation Cap for grants of long-term compensation instruments to

IFRS standards) greater than 100% of his total maximum gross compensation for the The Board of Directors has decided, as in previous years, that grants of stock options, performance shares and performance units to the Chairman and Chief Executive Officer in 2017, could not, at the time of their grant, represent a value (in accordance with the 2017 fiscal year (fixed compensation plus maximum variable compensation for the 2017 fiscal year). and Chief Executive Officer for the 2016 and 2015 fiscal years represented a value of less than 50% of his total maximum gross compensation for such fiscal years. The grants of stock options, performance shares and performance units to the Chairman In addition, the Board of Directors has decided that the Chairman and Chief Executive Officer may not receive more than 10% of the overall grants of performance shares and performance units allocated under the long-term compensation plans 2017. For the record, the sub-limit for the grant of stock options to the executive Directors was set by the General Shareholders’ Meeting of June 2, 2016 at 10% of the limit determined by the 13th resolution (such limit being also applicable to the 14th resolution of the same General Shareholders’ Meeting relative to the grant of free shares which fixed a sub-limit at 10% of the limit set by the resolution for the allocation to the executive Directors). During the General Shareholders’ Meeting of June 2, 2016, the Board of Directors indicated its intention to subject the exercise of the stock options and the vesting of the performance shares under long-term compensation plans to a service condition and performance conditions which will be based as a minimum on an internal performance criterion (group ROCE) and on an external performance criterion (the stock market performance of Saint-Gobain vis-à-vis the CAC 40 stock market index), taken flow , a published market indicator (for more information see pages 31 and 32 of the Notice of Meeting for the General Shareholders’ Meeting of June 2, 2016). These criteria have been considered relevant by the Board of Directors, to reflect the operational and financial performance of the Saint-Gobain Group and to ensure an alignment of the individually or combined and that it reserves the right to add the criterion of free cash beneficiaries with the interest of the Saint-Gobain shareholders. At the conclusion of the dialog that the Company has with its investors, the Board reserves the right to add, or as an alternative, a criterion related to corporate social responsibility which cannot exceed 20% of the total weighting. The duration of vesting periods applicable under long-term compensation plans shall not be shorter than three years. plans. certain beneficiaries a plan of performance units instead of the grant of performance shares, as in the past, the grants of performance units will be subject to the same service and performance conditions as the grants under performance share plans which would be implemented in 2017 in favor of other beneficiaries of long-term compensation In the event that the Board of Directors should decide in 2017 to implement in favor of As in the past, the Board will set for the Chairman and Chief Executive Officer, for any allocation in 2017 under long-term compensation plans, a demanding obligation to retain shares resulting from the exercise of stock options or vested performance shares or to reinvest in shares upon exercise of performance units, that the Chairman and Chief Executive Officer will be required to retain in registered form until the cessation of his duties.

based on IFRS standards) set at 100% of his 2017 total maximum gross compensation the Chairman and CEO, i.e., stock options, free shares and performance units (valuation

and

Cap for allocation to the Chairman and CEO fixed at 10% of the overall grants performance shares and performance units in 2017

and

the Chairman and CEO provided by resolutions Caps for allocation to 13 (stock options) and 14 (free shares) of the General Shareholders’ Meeting of June 2, 2016

Directors’ attendance fees N/A

The Chairman and Chief Executive Officer is not paid any Directors’ fees.

In-kind benefits

-

The Chairman and Chief Executive Officer has use of a company car.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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