SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Composition and operation of the Board of Directors

Board assessment 1.2.4 Procedure

Strategy and Corporate Social Responsibility Committee Composition

Formal assessments of the Board’s performance and that of the Committees are carried out each year, in accordance with the Board’s internal rules. These assessments are conducted with the assistance of outside consultants (as in 2016) every three years. In the intermediate years, it is conducted using a questionnaire sent to each Director, and, in accordance with the wishes expressed by the Directors on completion of the 2016 assessment for those who wish so to obtain feedback on their individual contribution, the self-assessment also included the following three steps in 2017: confidential review of each Director’s individual „ contribution by the Chairman of the Nomination and Remuneration Committee, the Lead Independent Director and the Chairman and Chief Executive Officer; individual review for each Director with the Chairman of „ the Board of Directors; and the option for every Director who wishes so, to request „ feedback on his/her individual contribution from the Chairman and Chief Executive Officer or the Lead Independent Director. The Directors who are members of a Board Committee also report on the operation of the Committees in which they participate. The organization of the 2017 assessment was decided by the Board at its meeting of September 28, 2017, upon proposal from the Lead Independent Director, for the first time. The 13 Directors in office as of that date were consulted and participated in the Board’s assessment process. The Lead Independent Director led the self-assessment and reported the results at the Board of Directors meeting of November 23, 2017, making proposals for improvement. The Lead Independent Director, the Chairman of the Nomination and Remuneration Committee and the Chairman and Chief Executive Officer have reviewed the effective contributions of each Director to the Board’s work, with regard to their competencies and their respective participation in the discussions. The detailed questionnaire that each Director completes that specifically addresses the Board’s operation, allows them, if they so wish, to freely express their assessment of the other Directors’ individual contributions. The Directors’ individual contributions are also closely examined by the Nomination and Remuneration Committee, and then by the Board, on the occasion of the renewal of the terms of Directors and recomposition of the Committees, as needed. General observations The assessments highlighted the satisfaction of the Directors with the significant progress made, over several years. This positive perception is therefore confirmed in the long term.

JEAN-DOMINIQUE SENARD Chairman (since June 8, 2017)

PIERRE-ANDRÉ DE CHALENDAR Member

FRÉDÉRIC LEMOINE Member

100% ATTENDANCE RATE

Responsibilities (extracts from the Board’s internal rules) According to the Board of Directors’ internal rules in force at February 1, 2018, the Strategy and Corporate Social Responsibility (CSR) Committee has the following responsibilities: It is responsible for examining and identifying potential improvements to the Group’s business plan, reviewing any strategic issues proposed by its members. It ensures that corporate social responsibility issues are taken into account when defining and implementing the Group’s strategy. Activities during 2017 The Strategy and CSR Committee met six times in 2017, in February, March, May, July, September and November, with an attendance rate of 100% by its current members. During these meetings, the Committee discussed the 2017 budget, the outlook and development of the Group’s business, the potential impact on the Group of various economic scenarios, planned acquisitions and disposals – including the plan to acquire a controlling interest in Sika (see Chapter 3, Section 1.2), and all strategic issues presented to the Board. More specifically, the Committee examined certain aspects of the Group’s strategy (specifically the status of a sector, Delegation or Activity). It also proposed to the Board subjects to address during the course of the strategic seminar. It also worked on corporate social responsibility matters, specifically the following topics: non-financial results and development of the dashboard to focus on priority challenges, 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. The Committee reported to the Board on its activities during the Board meetings of February 23, May 24, July 27, September 28 and November 23, 2017.

6

145 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017