SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Composition and operation of the Board of Directors

Principal activities of the Board 1.2.3 and Committees in 2017 a) Principal activities of the Board in 2017 The Board of Directors held ten meetings in 2017. The rate of attendance of those Directors in office at February 1, 2018 at all these meetings was 96%, and no Director had a rate of attendance below 90%. Eight of the fourteen Directors attended every meeting of the Board and five Directors missed a single meeting. No Director missed more than one meeting. The principal topics discussed during these meetings are listed below. Monitoring of the strategic orientations of the Group and its Activities At each meeting, consistent with its internal rules, the Board is informed of the Group’s situation and discusses it. During each meeting, including a half-day seminar dedicated to a presentation on the Group’s strategy, the Board reviewed and approved the Group’s strategic orientations or a specific aspect of the strategy (specifically, planned acquisitions and disposals, including the plan to acquire a controlling interest in Sika (see Chapter 3, Section 1.2), benchmarks with the main competitors, status of a sector, Delegation or Activity, etc.) where appropriate after hearing members of the senior management of the Activities in question. The Group’s strategy was presented to the Board of Directors in advance of the presentations to the financial community at the Investors’ Day held on May 17, 2017. As it does every year, the Board discussed the strategic plans for the sectors and the Group’s principal Activities with their operations managers at the strategy seminar in September. The Board took the opportunity of these reviews in particular to follow up on the implementation of the roadmap relative to the digital transformation of the Group. It also discussed value creation and the Group’s interaction with start-ups. Financial management Pursuant to its legal competency, the Board approved the annual and consolidated financial statements, as well as the various reports relating to them, after hearing the opinions of the Chairman of the Audit and Risk Committee and the Statutory Auditors. The Board also approved the draft resolutions to be submitted to the General Shareholders’ Meeting of June 8, 2017, specifically the proposed dividend distribution, and the reports provided to shareholders, and convened the General shareholders’ and holders of Titres Participatifs’s Meetings. It approved the report on payments made to Governments (extractive industries). It approved the budget of the Saint-Gobain Group, various provisional management reports and documents, and renewed the annual authorizations granted to the Chairman and Chief Executive Officer to issue bonds, sureties and

guarantees. It also examined related-party agreements and commitments entered into and authorized in previous years, the execution of which continued during fiscal year 2016.

It implemented the Company’s stock buyback program.

Internal control and risk management The Board of Directors undertook a review of the internal control and risk management processes in force within the Group, following analysis of the risk mapping updated in 2017 by the Audit and Internal Control Department, and after hearing the report of the Chairman of the Audit and Risk Committee on these topics. In particular, it reviewed and discussed cyber threats to Saint-Gobain at its April meeting, the causes and the consequences of the cyberattack on June 27, 2017 at its July meeting and the updated cyber defense plan at its September meeting. On several occasions, it reviewed the position of the Company and Group with regard to certain risks, procedures, litigation (specifically asbestos, competition and environment) and the evolving regulatory environment. The Corporate Secretary reported on the implementation and changes in the Group’s Compliance program (see Chapter 4, Section 1.1). Lastly it reviewed the services assigned to the Statutory Auditors and their network as authorized by the Audit and Risk Committee. Corporate Social Responsibility/Climate change Over five sessions, one point on the agenda was dedicated to corporate social responsibility matters, specifically the following topics: non-financial results and development of the dashboard to „ focus on the key challenges (see Chapter 2, Section 1.5); climate change and reducing CO 2 emissions (carbon „ impact of production and contribution of Saint-Gobain solutions); CO 2 and energy roadmaps, “R&D, CO 2 and energy” „ innovation programs; compliance program (anti-trust, embargoes, fight against „ corruption); human resources policy (in particular gender diversity and „ professional equality and equal pay, talent management), (see Chapter 4, Section 3.2); health and safety policy (see Chapter 4, Section 3.1) „ environment policy (see Chapter 4, Section 2,3), and more „ generally, corporate social responsibility policy within the Group „ (participation at a very satisfactory level for the second consecutive year in the Dow Jones Sustainability Index) (see Chapter 8, Section 3.1).

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