SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Composition and operation of the Board of Directors

Directors and Chief Executive Officer (see Chapter 6, Section 1.2.1).

A vast majority of the Directors are of the opinion that the dynamics of the Board, characterized by the interaction of the Directors in the decision-making process for all matters within their remit, as well as its performance, characterized by the quality of the decisions made, are absolutely satisfactory. The Directors considered indeed that the Board operates well, is independent, competent, is balanced and diversified in its composition, and addresses all the topics within its remit. They were satisfied with the relevance, quality and clarity of the information made available to them for fulfilling their role, particularly on the risk mapping and the risks Saint-Gobain is facing, cyberattacks and cyber defense, analysis of value creation and the monitoring of acquisition projects. They noted the constructiveness of the dialogue and the free discussions within the Board and with senior management, the transparent operation of the Board, the contribution of the preparatory work of the Committees, as well as the availability of the management. The Directors once again appreciated the strategic seminar and noted the usefulness of on-site visits, allowing them in particular to meet the Sector and Business Directors and the delegates. Finally, they praised the quality of the work of the Board Committees. Composition of the Board of Directors The Board’s size has changed over the last three years, from 18 members in December 2014 due to the incorporation of two employee Directors whose appointment was required by law, to 17 members after the 2015 General Shareholders’ Meeting, 16 members after the 2016 General Shareholders’ Meeting, then 14 members after the 2017 General Shareholders’ Meeting (see Chapter 6, Section 1.1.4). Directors noted their desire, for future replacements, to retain the proportion of executive Directors operating within other large groups, while continuing to diversify the Board’s composition with regard to gender, age, nationality, profile and skills and maintaining the distribution and innovation/digital profiles. The co-optation of Dominique Leroy, whose experience as a non-French executive officer of a listed group, and operational knowledge of the distribution sector and digital transformation matters caught the attention of the Nomination and Remuneration Committee, the Lead Independent Director and the Board, highlights this approach (see Chapter 6, Section 1.1.2). Employee Directors who took office in December 2014 are considered to be well integrated. The assessment of the Board carried out during 2017 revealed that the expertise and experience of the Directors were deemed varied and complementary, in terms of knowledge of the industry and the Group's Activities/Businesses and in terms of innovation/digital, management, strategy, finance, governance and/or corporate social responsibility knowledge. Further to discussion, the Directors confirmed their desire to maintain the combined roles of Chairman of the Board of

Results of implementing the 2017 recommendations and paths to improvement in 2018 Directors believe that the recommendations formulated upon completion of the 2016 assessment were duly taken into account in 2017. They concern improvement of the feedback to the Directors regarding their individual contribution, continuing review of the Board’s composition (reducing its size while maintaining the proportion of executive Directors and continuing to diversify the profiles and expertise and retaining the distribution and innovation/digital skills), improving the Directors’ knowledge of the principal operational managers of the Group, improving the monitoring by the Board of the implementation of its decisions, and continuing the in-depth exploration of the strategic subjects, the creation of value, innovation, digital transformation and geographic dynamics. In order to sustain progress, the Board adopted the following conclusions on the proposal of the Lead Independent Director resulting from the assessment: for any potential future nominations, recruit a younger „ non-French Director with experience of digital and/or distribution or a candidate with operational experience in one of the fastest-growing countries in which the Saint-Gobain Group has a presence (United States, Asia, Africa); continue the in-depth exploration of strategic matters and „ plans for acquisitions, value creation (including in the context of acquisitions), digital transformation and technology risks and opportunities, particularly the evolution of the cybersecurity risk; improve Directors’ knowledge of the Group’s main „ operational managers. Directors’ induction process 1.2.5 The Board of Directors meets once a year at one of the Group’s plants or research centers. In May 2017, the Board of Directors visited the Saint-Gobain Sekurit de L’Arboç factory in Spain, which specializes in automotive glass within the Flat Glass Sector. Each new Director may ask for training on the topic of his or her choice and visit the Group’s plants, distribution facilities or research centers. As part of this process, new Directors are also able to tour various manufacturing or Building Distribution sites and, upon their request, to meet the Sector general managers or members of senior management. Further, employee Directors benefit from the law on supplementary training, the content of which is set every year by the Board of Directors, after consultation of such employee Directors.

146 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017