SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Management and Directors’ compensation

MANAGEMENT AND 2.

DIRECTORS’ COMPENSATION This section, prepared with the assistance of the Board’s Nomination and Remuneration Committee, describes the compensation for the Directors, the executive Director and members of Group General Management, and sets out the long-term compensation schemes in place within the Group.

Compensation paid to Directors - attendance 2.1 fees

respectively, plus a variable portion of €2,200 for each Committee meeting attended during the year; the amounts granted in respect of the fixed base amount „ are pro-rated when terms of office begin or end during the course of a fiscal year; the fees are paid in two half-yearly installments in arrears, „ with any balance available from the annual amount distributed at the beginning of the next year based on each Director’s or Committee member’s attendance rate at the prior year’s Board or Committee meetings. The variable fee represents the bulk of their compensation if Directors consistently attend both Board and Committee meetings. The Lead Independent Director did not wish to receive any compensation in respect of this role.

Directors receive attendance fees which amount has been set at €1.1 million by the General Shareholders’ Meeting of June 5, 2014 with effect from January 1, 2015. The rules for distribution of attendance fees, applicable since the 2015 fiscal year, and agreed by the Board of Directors on September 25, 2014, are the following: the Chairman and Chief Executive Officer receives no „ attendance fees; the other Directors each receive a fixed amount of „ €24,750 per year plus €3,300 for each Board meeting attended during the year; the Chairmen and members of the Audit and Risk „ Committee, the Nomination and Remuneration Committee, the Strategy and Corporate Social Responsibility Committee (excluding Pierre-André de Chalendar) each receive a fixed amount of €5,500 and €2,750 per year,

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