SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Composition and operation of the Board of Directors

Re-election of the Board of Directors and changes in its composition 1.1.4 The members of the Board of Directors may be re-elected in a staggered and balanced fashion as follows:

Date of expiration of the term of office

Director and date of first election

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended Decemberb31, 2017

Pierre-André de Chalendar (Juneɸ2006) Alain Destrain (December 2014) Pascal Laï (Decemberɸ2014) Anne-Marie Idrac (Juneɸ2011) Jacques Pestre (June 2011) Dominique Leroy (November 2017) Denis Ranque (June 2003) Iêda Gomes Yell (Juneɸ2016) Frédéric Lemoine (Aprilɸ2009) Jean-Dominique Senard (Juneɸ2012)

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended Decemberb31, 2018

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended Decemberb31, 2019

Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended Decemberb31, 2020

Pamela Knapp (June 2013) Agnès Lemarchand (June 2013) Gilles Schnepp (June 2009) Philippe Varin (June 2013)

At the proposal of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on November 23, 2017, decided unanimously to propose to the General Shareholders’ Meeting to be held on June 7, 2018 the renewal of the Director’s term of office of Pierre-André de Chalendar. Furthermore, the Board of Directors announced its intention to reappoint him as Chairman and Chief Executive Officer if the General Shareholders’ Meeting approves the renewal of his term of office (see Chapter 6, Section 1.2.1 on the combination of the Chairman of the Board of Directors and Chief Executive Officer roles). In order to replace Olivia Qui, who resigned for personal reasons, the Board of Directors, at its meeting held on November 23, 2017, co-opted Dominique Leroy as an independent Director, at the proposal of the Nomination and Remuneration Committee.

This co-optation will be subject to ratification by the General Shareholders’ Meeting to be held on June 7, 2018. Should it be ratified, Dominique Leroy’s term of office will be granted for the remainder of Olivia Qiu’s term of office, i.e. until the close of the General Shareholders’ Meeting approving the financial statements for the fiscal year 2018. In case of renewal of the term of office of Pierre-André de Chalendar and the ratification of the co-optation of Dominique Leroy, the number of women sitting at the Board of Directors will remain at five out of twelve (i.e., a proportion of 41.7%), and the number of independent Directors at the Board, calculated in accordance with the rules set by the AFEP-MEDEF Code, will be eight out of eleven (i.e., a proportion of 72.7%).

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