SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Composition and operation of the Board of Directors

General Shareholders’ Meeting the renewal of the Director’s term of office of Pierre-André de Chalendar and his reappointment as Chairman and Chief Executive Officer. The Committee also made proposals to the Board regarding the compensation policy for the Chairman and Chief Executive Officer for 2018, in view of Pierre-André de Chalendar’s proposed reappointment. In the presence of the Lead Independent Director and „ following discussions between the Chairman of the Committee and the Lead Independent Director with the Chairman and Chief Executive Officer, it confirmed the existence of succession plans for the Chairman and Chief Executive Officer in the event of an unanticipated vacancy and on the long-term. The Committee examined the Directors’ independence „ status with regard to all independence criteria set forth in the AFEP-MEDEF Code, together with the Lead Independent Director with regard to conflicts of interest and business relationships (see Chapter 6, Section 1.1.2). Due to the resignation of Olivia Qiu, the Committee „ launched, with a specialist firm, a process of identifying a new female independent Director with an international background, assuming an executive role and with experience in innovation/digital and/or distribution. On completion of a selection process and interviews conducted by the Chairman of the Committee and the Lead Independent Director as well as the specialist firm, the Committee recommended that the Board co-opt Dominique Leroy, who brings to the Board of Directors of Saint-Gobain her experience as a non-French executive officer of a listed group and her operational knowledge of the distribution sector and of digital transformation matters. The Committee examined the consequences of this proposal with regard to the proportion of independent Directors, the composition of the Committees and the representation of women and men at the Board. The Committee also discussed the stock option and „ performance share plans to be renewed by the Board – all consisting of long-term incentive, deferred, variable, and performance-based compensation payable to the executive Director and certain employees, all subject to performance criteria being met – and specifically set the service and performance criteria applying to these plans. It made proposals regarding the training program of the „ employee Directors. Finally, it reviewed the “Corporate Governance” section of „ the 2016 Registration Document. The Committee reported to the Board on its activities and offered its recommendations during the Board meetings of February 23, June 5, September 11, October 27 and November 9, 2017.

It reviews any proposals by the Chairman and Chief „ Executive Officer for the appointment of a Chief Executive Officer and/or one or more Chief Operating Officers, and reports its conclusions to the Board. It makes recommendations to the Board concerning the „ Chairman and Chief Executive Officer’s compensation package, and the criteria to be applied to determine his bonus, as well as the other aspects of his position. It discusses the Group’s overall stock option and „ performance share policy and whether options should be exercisable for new or existing shares, and reviews senior management’s proposals concerning stock option and performance share plans for Group employees. It reviews the Chairman and Chief Executive Officer’s „ recommendations concerning his implementation of long-term incentive plans. It makes recommendations concerning the granting of „ stock options, performance shares and long-term incentives to the Chairman and Chief Executive Officer and other members of senior management. Activities in 2017 The Nomination and Remuneration Committee met four times in 2017, in February, June, September and November, with an attendance rate of 96%. The following were the major topics of discussion: The Committee made recommendations to the Board on „ Pierre-André de Chalendar’s 2016 variable part of his compensation. It also made proposals to the Board regarding the compensation policy for the Chairman and Chief Executive Officer for 2017 pursuant to the new “say on pay” ex ante regime, particularly as regards the amount of the fixed compensation and the cap, the criteria and the targets to use to determine the variable part of his compensation for 2017, as well as the rules on caps to be applied to allocations of stock options and performance shares in 2017 (see Chapter 6, Section 2.2.6). It made proposals to the Board for allocations or payment when the compensation policy was implemented to the benefit of Pierre-André de Chalendar in 2017 (see Chapter 6 of Section 2.2). The Chairman of the Committee spoke to each of the „ Directors about the renewal of the Director’s term of office of Pierre-André de Chalendar, to be proposed to the General Shareholders’ Meeting of June 7, 2018, and specifically the separation or combination of the roles of Chairman of the Board of Directors and Chief Executive Officer. Based on these conversations and the results of the Board's self-assessment, which revealed that almost all of the Directors favored combining the roles, the Committee and the Lead Independent Director recommended that the Board of Directors propose to the

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