SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Composition and operation of the Board of Directors

Operating rules of the Board of 1.2.2 Directors – internal rules In line with the recommendations of the AFEP-MEDEF corporate governance code for French listed companies, the Board of Directors adopted a set of internal rules in 2003, as a supplement to the applicable laws and regulations and the Company’s bylaws, aimed at defining the conditions for the operation of the Board and its committees (Nomination and Remuneration Committee, Audit and Risk Committee, Strategy and Corporate Social Responsibility Committee), as well as the Lead Independent Director’s responsibilities and powers. The version of the Board’s internal rules in force at February 1, 2018, which incorporates successive revisions of the AFEP-MEDEF Code, is reproduced in its entirety in Chapter 10, Section 1.1.2, with the exception of the provisions regarding the Board Committees which are reproduced below. Board activities The internal rules provide for Board activities to include the following: examination and approval of the Saint-Gobain Group „ annual report and consolidated and corporate financial statements, both annual and interim; examination and approval each year of the Saint-Gobain „ Group budget; examination and approval at least once per year of the „ Saint-Gobain Group’s strategic guidelines; prior approval of investment transactions, restructurings, „ disposals, acquisitions, taking or selling of equity interests in individual amounts greater than €150 million, and any significant transaction not falling within the strategy announced by the Saint-Gobain Group. The Board’s current internal regulation affords Directors the authority to meet without the presence of the executive Directors during or after a session, in order to assess the performance of the executive Directors and to reflect on the future of the Saint-Gobain Group’s senior management. Thus, each year, the Chairman and Chief Executive Officer shall leave the sessions of the Board and the Nomination and Remuneration Committee during such discussions (deliberations and votes) on issues involving the assessment of his performance and the setting of his variable compensation (February sessions), as well as during the Ability to debate without the presence of the executive Directors

Board’s assessment, the discussions on the combination of the Chairman of the Board of Directors and CEO roles, on his succession plans and on his long-term compensation scheme (November sessions). In addition, the Chairman and Chief Executive Officer left the November Board meeting for it to examine the renewal of his term of office. The Board intends to continue meeting in 2018 without the presence of the Chairman and Chief Executive Officer to discuss matters of governance in general, beyond the issues of compensation of the Chairman and Chief Executive Officer and assessment of the Board, and at the initiative and under the lead of the Lead Independent Director, if need be as co-chair with the Chairman of the Nomination and Remuneration Committee (Chapter 6, Section 1.2.1). This option applies at the start of every meeting of the Board of Directors. Prior and permanent information for Directors At each meeting, the Board is provided with an analysis of the Saint-Gobain Group’s operating income and net debt situation, prepared as of the end of the month preceding the meeting, as well as an update on the Saint-Gobain stock price compared to the CAC 40 index and an industry index. Between meetings, Directors receive copies of all press releases issued by the Company, along with relevant information, if required, about events or transactions that are material for the Group. Directors are entitled to request any other documents they consider necessary to make an informed contribution to the Board’s discussions; requests are put to the Chairman and Chief Executive Officer, who may submit the request to the Board for a decision. The Lead Independent Director ensures that the Directors receive the relevant information to exercise their duties under the best possible conditions. Directors’ duties The internal rules stipulate the duties of Directors, specifically with regard to stock trading ethics (status of occasional insider, closed periods, reporting of trades involving Saint-Gobain securities and the obligation to hold their Saint-Gobain shares in registered form), with regard to confidentiality and the management of potential conflicts of interest. Other provisions in the internal rules Finally, the internal rules provide for the distribution of attendance fees and the right of Directors to additional training on the specific activities of the Saint-Gobain Group, its businesses and its business lines.

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