SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Composition and operation of the Board of Directors

As part of its self-assessment carried out during 2017 (see Chapter 6, Section 1.2.4), the Board of Directors deemed that the expertise and experience of its members were varied and complementary, in terms of both knowledge of the industry or the Group's Activities/Businesses, and in terms of innovation/digital, management, strategy, finance, governance, and/or corporate social responsibility knowledge (see biographies in Chapter 6, Section 1.1.1). It also deemed that it would be desirable, at the time of future replacements or renewals, to retain the Distribution and Digital skills, increase international exposure and maintain the ratio of executive Directors operating within other large groups. Hence, the co-optation of Dominique Leroy by the Board of Directors at its November 23, 2017 meeting, on the recommendation of the Nomination and Remuneration Committee, fully satisfies these objectives. In particular, Dominique Leroy will bring to the Board of Directors of Saint-Gobain her experience as a non-French executive officer of a listed group and her operational knowledge of the distribution sector and of digital transformation matters. Furthermore, while the Board of Directors wants to maintain a balance between Directors on the Board with a certain level of seniority and Directors appointed more recently, it nonetheless deemed that for future appointments, it was desirable to include a younger age profile than the average age of the Board, as with the co-optation of Dominique Leroy. Lastly, the Board intends to maintain balanced numbers of men and women (see the paragraph on Gender parity below). Gender parity As of February 1, 2018, the Board includes five women among 12 members (41.7%), i.e. more than 40%, in accordance with the Law of January 27, 2011 on gender parity at boards of Directors. In accordance with the law, Jacques Pestre, representing employee shareholders, is counted in calculating this proportion, unlike Alain Destrain and Pascal Laï, representing employees, who are not. Representation of employee shareholders and employees Pursuant to the bylaws of the Company and to the laws, Alain Destrain and Pascal Laï were appointed employee Directors by the Company’s Group Committee. These two Directors, as well as Jacques Pestre, the Director representing employee shareholders appointed pursuant to the law as well, sit on the

Board of Directors and are entitled to vote in the same way as the other Directors. Subject to the laws applying specifically to them, these Directors are subject to all legal and statutory provisions, have the same rights and are subject to the same duties, as fixed, in particular, by the Board’s internal rules, as those applicable to the other Directors. By law, one member of the Works Council (Vincent Cotrel, elected by the members of the Works Council and representing employees) holds a seat on the Board of Directors in a consultative capacity. The Company bylaws and the Board’s internal rules provide that each Director must hold a minimum of 800 registered shares, with the law exempting employee Directors, whether shareholders or not, from this type of obligation. To the best knowledge of Compagnie de Saint-Gobain, as of February 1, 2018 there are no family relationships between the Company’s Directors and, within the past five years, no Director has been found guilty of fraud, been associated with a bankruptcy, sequestration or liquidation, received an official public penalty or sanction issued by a statutory or regulatory authority, and/or been prevented by a court from acting as a member of an administrative, management or supervisory body of an issuer of securities, or from taking part in managing or conducting an issuer’s business. To the best of the Company’s knowledge, there are no conflicts of interest between Compagnie de Saint-Gobain and the personal and professional activities of the members of its Board of Directors, and there are no service contracts between any members of the Board and either Compagnie de Saint-Gobain or any of its subsidiaries that provide for the conferral of benefits at the term of such contracts. The Lead Independent Director reviewed for this purpose the responses provided by each Director to the questionnaire sent to them. The Board’s internal rules address conflicts of interest in the event such a situation arises: the concerned Director has the duty to inform the Chairman and Chief Executive Officer and the Lead Independent Director thereof, and to refrain from participating in the discussions and deliberations on the subject in question (see Chapter 10, Section 1.1.2). Conflicts of interest and 1.1.3 statements regarding members of the Board of Directors

134 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017