SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Composition and operation of the Board of Directors

chairing, or co-chairing with the Chairman of the „ Nomination and Remuneration Committee based on the topics being addressed, meetings of the Board held without the presence of the executive Directors (“executive sessions”) (see Section 1.2.2 below); at the meeting of November 23, 2017, the Directors discussed and decided to maintain the combined Chairman and Chief Executive Officer roles, in light of the proposed renewal of Pierre-André de Chalendar’s term of office (see Section 1.2.1 below); conducting the assessment of the organization and „ operation of the Board and the Committees, which took place as follows: The Lead Independent Director reviewed the draft j questionnaire to be submitted to the Directors by the General Secretary, as well as the responses provided, all Directors having had the opportunity to speak with the Lead Independent Director on this topic. The Lead Independent Director spoke with the Chairman j and Chief Executive Officer and the Chairman of the Nomination and Remuneration Committee, and individually with Directors who wished so, about the Directors’ individual contributions to the work of the Board, in light of their skills and their respective participation in discussions. The Lead Independent Director also presented the j results of the Board's self-assessment to the Directors at an executive session and led the debate in order to draw conclusions (see Section 1.2.4 below). at the request of the Chairman and Chief Executive „ Officer, meeting and engaging in dialogue with several shareholders about Saint-Gobain’s principles of governance, in preparation for the 2018 General Shareholders’ Meeting; discussing with the Chairman of the Nomination and „ Remuneration Committee the opportunity and arrangements for reconfiguring the Committee and the Board, following the resignation of one of its members and the reduction of Wendel’s interest in the capital of Compagnie de Saint-Gobain; speaking with the future independent Director, attending „ the meeting of the Nomination and Remuneration Committee that approved her selection and the proposal to reappoint Pierre-André de Chalendar in his role as Chairman and Chief Executive Officer; reviewing the draft agendas for the meetings of the Board „ of Directors and the Committees in fiscal year 2018; reviewing the section of this chapter on the “Composition „ and operation of the Board of Directors”.

be a point of contact of the shareholders of Compagnie de „ Saint-Gobain on governance matters, and meet them at the request of the Chairman and Chief Executive Officer; ensure that the Directors receive the relevant information „ to exercise their duties under the best possible conditions, in accordance with the provisions of the internal rules of the Board of Directors; more generally, ensure compliance with the internal rules „ of the Board of Directors is honored. In the course of his duties, the Lead Independent Director has the right to: suggest to the Chairman and Chief Executive Officer the „ addition of points to the agenda of any meeting of the Board of Directors; request the Chairman and Chief Executive Officer to „ convene the Board of Directors on a specific agenda; convene and chair the meetings of the Board of Directors „ in the event of the temporary inability or death of the Chairman and Chief Executive Officer; and attend, as the case may be, the meetings of the „ Committees of which he is not a member to the extent strictly necessary to accomplish his duties and upon the approval of the Chairman of the relevant Committee. The Lead Independent Director reports to the Board of Directors on the completion of his mission on an annual basis. Activities during fiscal year 2017 In 2017, the Lead Independent Director attended nine out of the ten meetings of the Board of Directors, all the meetings of the Strategy and Corporate Social Responsibility Committee, which he has chaired since the close of the General Shareholders’ Meeting of June 8, 2017, and the meetings of the Nomination and Remuneration Committee dealing with the renewal of the term of office of Pierre-André de Chalendar. At the meeting of the Board of Directors on February 22, 2018, Jean-Dominique Senard presented a review of his activity as Lead Independent Director for fiscal year 2017. This included: working with the Chairman of the Nomination and „ Remuneration Committee to examine the independence status of the Directors and of potential independent Directors, in light of the criteria set out in the AFEP-MEDEF code (including through the review of conflict of interests questionnaires and the analysis of business relationships); verifying the existence and content of succession plans „ for the Chairman and Chief Executive Officer in the event of an unanticipated vacancy as well in the long term, and discussing them with the Chairman and Chief Executive Officer; presenting this work to the members of the Nomination and Remuneration Committee and to the Board together with the Chairman of the Nomination and Remuneration Committee;

138 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017