SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Composition and operation of the Board of Directors

The table below gives a general overview of the members of the Board of Directors and Committees as at February 1, 2018. Name Age Independentb (1) Other officesb (6) ARCb (7) NRCb (8) SCSRCb (9) Years of seniority Pierre-André de Chalendar 59 No 1 ɸ ɸ (M)ɸ (10) 12 Alain Destrain 61 Noɸ (2) 0 ɸ ɸ ɸ 3 Iêda Gomes Yell 61 Yes 2 ɸ (M) ɸ 2 Anne-Marie Idrac 66 Yes 3 ɸ (C) ɸ 7 Pamela Knapp 60 Yes 3 (M) ɸ ɸ 5 Pascal Laï 55 Noɸ (2) 0 ɸ (M) ɸ 3 Agnès Lemarchand 63 Yes 2 (M) ɸ ɸ 5 Frédéric Lemoine 52 No 0 ɸ ɸ (M) 9 Dominique Leroy (3) 53 Yes 3 ɸ ɸ ɸ 0 Jacques Pestre 61 Noɸ (4) 0 ɸ ɸ ɸ 7 Denis Ranque 66 No 1 ɸ (M) ɸ 15 Gilles Schnepp 59 Yes 1 (M) ɸ ɸ 9 Jean-Dominique Senard (5) 65 Yes 1 ɸ ɸ (C) (11) 6 Philippe Varin 65 Yes 1 (C) ɸ ɸ 5 Number of meetings b Board: 10 ARC: 4 NRC: 4 SCSRC: 6 b Attendance rate 96% 83% 96% 100% b According to the criteria expressed by Recommendation 8.5 of the AFEP-MEDEF Code: (i)ɸnot be or not have been during the preceding five years an employee or Executive Director of (1) Compagnie deɸSaint-Gobain nor an employee, Executive Director or non-Executive Director of a company that Compagnie deɸSaint-Gobain consolidates, (ii)ɸnot hold cross-directorship in the meaning of Recommendation 8.5.2 of the AFEP-MEDEF Code, (iii)ɸnot have significant business relationships with the Saint-Gobain Group, (iv)ɸnot have close family ties with a Director of Compagnie deɸSaint-Gobain, (v)ɸnot have been a Statutory Auditor of Compagnie deɸSaint-Gobain during the preceding five years and (vi)ɸnot have been a Director of Compagnie deɸSaint-Gobain for more than twelve years, it being specified that the forfeiture of the position as independent Director occurs at twelve years. Employee Director, appointed pursuant to the law, not included in the calculation of the Director independence ratio at the Board of Directors, in compliance with the recommendations of the (2) AFEP-MEDEF Code, nor in the gender parity ratio at the Board of Directors, in accordance with the law. Director co-opted by the Board of Directors on November 23, 2017, on the recommendation of the Nomination and Remuneration Committee (see Chapter 6, Section 1.1.4). (3) Director representing employee shareholders, appointed pursuant to the law, not included in the calculation of Director independence and gender parity ratios at the Board of Directors, in (4) compliance with the recommendations of the AFEP-MEDEF Code. Lead Independent Director. (5) Held within listed companies (excluding Compagnie deɸSaint-Gobain). (6) Audit and Risk Committee. (7) Nomination and Remuneration Committee. (8) Strategy and Corporate Social Responsibility Committee. (9)

6

Member of a committee. (10) Chairman of a committee. (11)

Each year, specifically on the occasion of its assessment, the and competencies represented at the Board reflect, to the Board of Directors considers the desirable balance of its greatest possible extent, the diversity of challenges the Group composition and that of the Committees. Regarding the may face, to guarantee to shareholders and the market that diversity and internationalization of the Saint-Gobain Group’s its tasks are executed with the necessary competency, activities, it specifically provides for the presence of Directors independence and objectivity. with international experience, and ensures that the profiles

125 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017