SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Composition and operation of the Board of Directors

The Committee reported to the Board of Directors on its activities during the Board meetings of February 23, May 24, July 27 and September 25, 2017. Nomination and Remuneration Committee Composition ANNE-MARIE IDRAC Chairman (since June 8, 2017) IÊDA GOMES YELL Member (since October 27, 2017)

Each year it reviews the Statutory Auditors statement of „ independence, the amount and breakdown of the fees paid to them and to the members of their network by the Group over the past year, by category of service, as well as the percentage of these fees in their turnover, and reports to the Board its opinion concerning the Statutory Auditors’ independence. Activities in 2017 The Audit and Risk Committee met four times in 2017, in February, April, June, July and September, with an attendance rate at these meetings of 83%. The following were the major topics of discussion: Detailed advance review of the annual and consolidated „ financial statements (February) and interim statements (July) and discussions with senior management, the Finance Department and the Statutory Auditors prior to the meetings scheduled with the Board of Directors. On these occasions, the Committee discussed with the Statutory Auditors the main audit issues raised with the Finance Department during the accounts closing process, particularly the key risk exposures and material off-balance sheet commitments described in the Chief Financial Officer’s explanatory report to the Committee. The main points of the results of the statutory audit, as well as the accounting options applied, were also discussed. Review of the Audit and Internal Control Department’s „ activity report for 2017, its audit plan for 2018 and its report on major fraud incidents. Review of works related to the 2017 update of the risk „ mapping by the Audit and Internal Control Department and discussion with senior management, the Finance Department and Audit and Internal Control. The Audit and Risk Committee reviewed and discussed „ cyber threats for Saint-Gobain at its April meeting, the causes and consequences of the cyberattack on June 27, 2017 at its July meeting and the revised cyber defense plan at its September meeting. Review of the Group’s fiscal policy. „ The status of asbestos litigation, in particular in the United „ States and France. The Committee regularly discusses in detail with the Statutory Auditors the financial and accounting consequences of this litigation for the US subsidiaries involved and for the Group, in order to present a report on this issue to the Board. Granted authorization for services other than statutory „ certification assigned to the Statutory Auditors and review of fees received by each Statutory Auditor of the Group’s companies during 2016 for their auditing assignments, as well as for their other services (see Chapter 10, Section 1.4.2). The Committee also held one-on-one discussions with the Statutory Auditors, the Vice President – Financial Management, the Vice President – Treasury and Financing, Risks & Insurance, the Senior-Vice President in charge of Internal Audit and Internal Control, and the Chief Financial Officer, in accordance with the recommendations of the AFEP-MEDEF Code. It did not call on outside experts to assist in the fulfillment of its tasks.

PASCAL LAÏ Member

DENIS RANQUE Member (since October 27, 2017)

1 EMPLOYEE DIRECTOR

2/3 INDEPENDENT DIRECTORS, INCLUDING THE CHAIRMAN OF THE COMMITTEE

96% ATTENDANCE RATE

The Nomination and Remuneration Committee (formerly the Nomination, Remuneration and Governance Committee up to June 8, 2017, the date on which the Lead Independent Director took office) includes two independent Directors out of three (67%), including its Chairman, as of February 1, 2018, and an employee Director in accordance with the recommendations of the AFEP-MEDEF Code. This Director is not included in the computation of the ratio of independent Directors, in accordance with the recommendations of that same code. No executive Directors sit on this Committee. Responsibilities (extracts from the Board’s internal rules) The Committee fulfills the duties of both a nominations committee and a remuneration committee, provided for in the AFEP-MEDEF Code. According to the Board of Directors’ internal rules in force at February 1, 2018, the Nomination and Remuneration Committee has the following responsibilities: It is responsible for making proposals to the Board in all „ cases where one or more seats on the Board fall vacant or the terms of one or more Directors are due to expire. The Committee organizes the procedure to select candidates for election as Independent Directors, based on the independence criteria set out in the AFEP-MEDEF Code. It reviews annually each Director’s situation in relation to „ the independence criteria set out in the AFEP-MEDEF code, and reports its conclusions to the Board. Through its Chairman, it obtains assurance from the „ Chairman and Chief Executive Officer that a candidate has been identified for succession to his position in the event that it falls vacant for an unforeseen reason, and that enough potential successors are available to step in when they might be needed. It recommends candidates to the Board in the event that „ the position of Chairman and Chief Executive Officer falls vacant for any reason.

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