SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Composition and operation of the Board of Directors

Independence of the members of 1.1.2 the Board of Directors, representation of employee shareholders and employees, and diversity policy at the Board of Directors Independence The Board has reviewed each Director’s situation with regard to all the independence criteria set out in the AFEP-MEDEF Code, with which the Company complies, at the proposal of the Nomination and Remuneration Committee. Firstly, on June 5, 2017, the Board of Directors re-examined the independence status of Gilles Schnepp, following the partial withdrawal of Wendel announced on June 2, 2017 (see Chapter 8, Section 2.2.2). The Board of Directors decided, at the proposal of the Nomination, Remuneration and Governance Committee, to maintain at the agenda of the General Shareholders’ Meeting of June 8, 2017 the proposal to renew Gilles Schnepp’s term of office as Director, who previously represented Wendel, and, in case of approval, to qualify him as an independent Director. The Board considered that Gilles Schnepp had no special ties with Compagnie de Saint-Gobain, including through Wendel, which he no longer represented, pursuant to the governance agreements in place between Saint-Gobain and Wendel. In fact, Legrand, of which Gilles Schnepp is the Chairman and Chief Executive Officer, is no longer controlled by Wendel since 2011 and Wendel ceased to hold any interest in Legrand in June 2013. Gilles Schnepp has therefore been qualified as an independent Director since 8 June 2017, the date on which his term of office was renewed by the General Shareholders’ Meeting. The Board of Directors, at its meeting of February 22, 2018, also scrutinized, as it does every year, with the same attention as it reviewed the other criteria, the business relationships that existed between the Saint-Gobain Group and the other companies or groups of companies where each Director holds office. The Board’s review concluded that, with the exception of Jean-Dominique Senard, Gilles Schnepp and Dominique Leroy, as described below, none of the Directors, nor any company or group of companies within which they hold office as senior executives, has any business relationship with the Company, its group or its management. The Board then carried out a quantitative and qualitative review of the particular case of Jean-Dominique Senard, Chief Executive Officer of Michelin, Gilles Schnepp, Chairman and Chief Executive Officer of Legrand, and Dominique Leroy, Chief Executive Officer of Proximus and the business relationship between, on the one hand, the Michelin, Legrand or Proximus groups respectively and Saint-Gobain on the other.

The business transactions between each of these three groups and Saint-Gobain, including business activities at an international level, represent less than 0.1% of their respective consolidated net sales and fall substantially below the 1% materiality threshold set by the Board. Furthermore, the Board of Directors highlighted that, because of the structure of the Saint-Gobain Group, its size and the diversity of its business activities, the Board’s role was not designed to intervene in the business relations of the Group’s various business activities: the sectors and their branches (Activities, Business lines and their divisions) are in effect managed in a decentralized manner by their respective heads. Jean-Dominique Senard, Gilles Schnepp and Dominique Leroy, therefore, in their capacity as Directors of the Saint-Gobain Group, have no direct or indirect decision-making powers within the implementation or the carrying out of these business transactions. If, however, for any extraordinary reason, such an issue should be discussed by the Board, the Board’s internal rules regarding conflict of interest are such that the Director concerned would be required to inform the Chairman and the Lead Independent Director of his situation, and to abstain from participating in such debates or deliberations on the matter in question (see Chapter 10, Section 1.1.2). On the basis of the above, the Board has deemed that Jean-Dominique Senard, Gilles Schnepp and Dominique Leroy do not maintain, either directly or indirectly, any significant business relationship with the Group which may affect their freedom of judgement or their independence. Chapter 6, Section 1.1.3 deals with conflicts of interest of members of the Board of Directors, and the absence of services contract between Directors and the Company or any company within the Group. The Board of Directors concluded from its review of Directors’ independence against the criteria set down by the AFEP-MEDEF code that, as of February 1, 2018, eight Directors out of 11 (i.e. 72.7%) completely satisfied the independence criteria, and were therefore considered to be independent Directors: Iêda Gomes Yell, Anne-Marie Idrac, Pamela Knapp, Agnès Lemarchand, Dominique Leroy, Jean-Dominique Senard, Gilles Schnepp and Philippe Varin. In compliance with the recommendations of the AFEP-MEDEF Code, Jacques Pestre, representing employee shareholders, and Alain Destrain and Pascal Laï, representing employees, were not included in calculating that proportion. As of February 1, 2018, three members of the Board of Directors out of 11 (i.e., 27%) are of foreign nationality (Jacques Pestre, representing the employee shareholders, and Alain Destrain and Pascal Laï representing the employees, are not included to establish this percentage). Further, the majority of Directors has, or has had, very strong international exposure, managing groups with a significant proportion of their activities, or exercising significant duties, outside of France (see Chapter 6, Section 1.1.1). Diversity, complementarity of skills and experience of the Directors

6

133 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017