SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Composition and operation of the Board of Directors

Furthermore, in February 2018, the Directors attended a half-day seminar devoted to climate change and its consequences for the businesses. External experts, recognized internationally and in complementary fields of expertise, gave presentations to the Directors and discussed their following approaches with them: environmental: understand the causes and consequences „ of climate change to measure the importance of limiting temperature rises to 2°C; economic: assess the risks and opportunities connected „ with the consequences of climate change: cost of energy transition, carbon tax, role and expectations of investors, etc.; political and societal: anticipate the risks and opportunities „ and favor the emergence of new business models for the companies. This seminar was intended to give every Director a better understanding of the challenges of climate change for the Saint-Gobain Group and its implications for the Group’s strategy. Governance Pursuant to the AFEP-MEDEF code of corporate governance for French listed companies and under the supervision of the Lead Independent Director, the Board formally performed the annual assessment of its operations and discussed the results of this assessment (see Chapter 6, Section 1.2.4). At the proposal of the Lead Independent Director, it discussed the combining of the roles of Chairman of the Board and Chief Executive Officer, particularly in view of the renewal of Pierre-André de Chalendar’s term of office as a Director. It confirmed the existence and implementation of succession plans for the Chairman and Chief Executive Officer in the event of an unanticipated vacancy as well in the long-term. It reviewed the situation of Director independence. It also discussed, at the proposal of the Nomination and Remuneration Committee, the size and changes in its composition as a result of the expiration of the terms of office of certain Directors, as well as pursuant to the governance agreements in force, following the disposal of a block of Saint-Gobain shares announced by Wendel on June 2, 2017 (see Chapter 8, Section 2.2.2). It made proposals for the renewal of terms of office, the nomination of a Director and composition of the Committees in view of the General Shareholders’ Meeting of June 8, 2017 and of the General Shareholders’ Meeting of June 7, 2018 (see Chapter 6, Section 1.1.4). The Board ruled on the renewal of Pierre-André de Chalendar’s term of office as a Director, which will expire at the close of the General Shareholders’ Meeting of June 7, 2018. At its meeting of November 23, 2017 and at the proposal of the Nomination and Remuneration Committee, the Board unanimously confirmed its confidence in Pierre-André de Chalendar, decided to propose to the General Shareholders’ Meeting to be held on June 7, 2018 the renewal of his term of office, and announced its intention, should the General Shareholders’ Meeting approve this renewal, to reappoint Pierre-André de Chalendar as Chairman and Chief Executive Officer of Compagnie de Saint-Gobain. Furthermore, during the same meeting and at the proposal of the Nomination and Remuneration Committee, the Board of

Directors co-opted Dominique Leroy as an Independent Director (see activities of the Nomination and Remuneration Committee below). Lastly, it ruled on the training program of the employee Directors. Compensation of the Chairman and Chief Executive Officer and long-term employee profit sharing The Board reviewed and prepared the various components of Pierre-André de Chalendar’s compensation (fixed and variable compensations and allocations of stock options and performance shares) and their respective balance (see Chapter 6, Section 2.2). It also decided the general principles of the Chairman and Chief Executive Officer compensation policy for 2017 and at its February 22, 2018 meeting, for 2018 (see Chapter 6, Section 2.2.6). The Board further approved the implementation of and adopted the principal features of the stock options and performance share plans, and set the performance criteria for these plans, from which the executive Director and certain categories of employees may benefit (see Chapter 6, Section 2.4). As part of the ongoing development of employee shareholders, the Board resolved to again offer its employees and former employees the opportunity to subscribe to, under certain conditions, a share capital increase reserved for them in 2018, up to a maximum of six million shares, i.e. slightly more than 1% of share capital at a maximum (see Chapter 8, Section 2.3). Finally, it discussed the Group and Company’s policy regarding professional and salary equality. b) Principal activities of the Committees in 2017 Board Committees The Board has established three Committees aimed at improving its operations and effectively contributing to the preparation of its deliberations: the Audit and Risk Committee, the Nomination and Remuneration Committee, and the Strategy and Corporate Social Responsibility Committee. These Committees do not have their own decision-making authority (barring specific provision otherwise provided for by the internal rules of the Board of Directors as regards the Audit and Risk Committee’s approval of non-audit services assigned to the Statutory Auditors), and report to the Board regarding their activities, conclusions and proposals. The Board’s internal rules incorporate the rules governing the composition, prerogatives and responsibilities of each Committee, as described below. The activities of these three Committees in 2017 were regularly presented to the Board in the form of activity reports and proposals. Composition of Committees The Board’s practice is to allow some time for all new Directors to adapt before proposing a position on a committee, since active participation on a committee requires familiarity with the operation of a Board of Directors and its committees, and the ability to understand the major challenges with which the Company is faced and which, without the necessary experience, is only acquired after a certain period of time.

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141 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017