SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

6

Corporate governance Composition and operation of the Board of Directors

Responsibilities (extracts from the Board’s internal rules) According to the Board of Directors’ internal rules, the Audit and Risk Committee has the following responsibilities: Without encroaching on the role of the Board of Directors, „ the Audit and Risk Committee is primarily responsible for overseeing the following matters: processes used to prepare financial information; „ efficiency of the internal control and risk management „ systems; work performed by the Statutory Auditors on the „ financial statements of the Company and the Group; Statutory Auditor’s independence. „ It ensures that any questions relating to the preparation „ and control of accounting and financial information are followed up, that the accounting policies used to prepare the financial statements are both appropriate and applied consistently from one period to the next, and that the internal procedures used to collect and control accounting and financial information provide the necessary assurance in this regard. It reviews the interim and annual financial statements of „ the Company and the Group, as presented by senior management, prior to their examination by the Board of Directors. It reviews the scope of consolidation and, if applicable, the „ reasons why any companies have been excluded. It reviews significant risks and off-balance sheet „ commitments, based on an explanatory report prepared by the Chief Financial Officer. It receives updates from senior management on „ organization and operation of the risk management system. It reviews the Group’s internal control action plan and „ receives updates at least once a year on the plan’s results. It makes recommendations concerning the organization of „ the internal audit function and receives a copy of the internal audit program as well as executive summaries of the internal audit reports. It reviews the external Statutory Auditors’ work plan and „ conclusions of their checks, as well as the post-audit report prepared by the Statutory Auditors concerning their main observations and the accounting options selected for preparation of the financial statements. It conducts the Statutory Auditor selection process, „ expresses an opinion on the amount of proposed statutory audit fees requested for performing tasks connected with a statutory audit, submits the results of the selection process to the Board and puts forward candidate Statutory Auditors for appointment by the General Shareholders’ Meeting. It approves, with regard to rules in force and in „ accordance with the procedures implemented within the Group, under the responsibility of the Board of Directors, the services other than the certification of the accounts they can be assigned to the Statutory Auditors and members of their network to be provided to Compagnie de Saint-Gobain and other Group entities.

At the recommendation of the Nomination and Remuneration Committee, the Board of Directors thus considers, on a case-by-case basis, the opportunity to propose to Directors their participation in one of the three Committees, depending upon the most appropriate schedule. Further, in its examination of the composition of the Committees and appointment of new Directors to these Committees, the Board ensures compliance with the recommendations of the AFEP-MEDEF Code with regard to the proportion of independent Directors on these Committees. Considering the departures of Jean-Martin Folz and Bernard Gautier, the renewals of the Directors’ term decided by the General Shareholders’ Meeting of June 8, 2017, and the departure of Olivia Qiu, the chairs of the Committees and their composition were modified as indicated in Section 1.1.4 of Chapter 6 (“Summary of changes in the composition of the Committees of the Board of Directors”). Audit and Risk Committee

Composition PHILIPPE VARIN Chairman (since June 8, 2017)

PAMELA KNAPP Member

AGNÈS LEMARCHAND Member

GILLES SCHNEPP Member (since June 8, 2017)

100% INDEPENDENT DIRECTORS

83% ATTENDANCE RATE

At February 1, 2018, all of the members of the Audit and Risk Committee (100%), including its Chairman, were independent Directors. No executive Directors sit on the Committee. By virtue of their current or past positions as finance Directors and/or Chief Executive Officers, each Committee member has considerable experience and high-level expertise in financial and accounting matters (see biographies in Chapter 6, Section 1.1.1). It should be noted that each newly appointed member consults with the Group’s Chief Financial Officer on specific accounting, financial and operational aspects of the Saint-Gobain Group.

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