SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017
Corporate governance Management and Directors’ compensation
The Board also seeks to ensure that the allocation of long-term compensation instruments, (stock options, maximum compensation for that year and has conditioned performance shares and performance units, as the case may these allocations to demanding ceiling and holding rules (see be) to the Chairman and Chief Executive Officer in a given paragraph c) of Section 2.2.3 below). Summary of compensation and benefits allocated to the Chairman and Chief 2.2.2 Executive Officer for fiscal year 2017 The following table presents a summary of the total compensation, stock options and performance shares allocated to Pierre-André de Chalendar, Chairman and Chief Executive Officer, for the fiscal years ended December 31, 2016 and 2017. No performance unit has been allocated since the last plan implemented in 2015. TABLE 1 – SUMMARY OF COMPENSATION, STOCK OPTIONS AND PERFORMANCE SHARES ALLOCATED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE) (in EUR before social charges and income tax) Fiscal yearb2017 Fiscal yearb2016 Pierre-André de Chalendar, Chairman and Chief Executive Officer Compensation for the year ( see Tableɸ2 for details ) 2,590,877 2,632,531 Value in multi-year variable compensation allocated during the year 0 0 Value of stock options granted during the year ( see Tableɸ4 for details ) 293,626 244,200 Value of performance shares granted during the year ( see Tableɸ6 for details ) 1,710,478 1,189,900 TOTAL 4,594,981 4,066,631 Compensation and benefits allocated to the Chairman and Chief Executive 2.2.3 Officer The table below presents a breakdown of the fixed and variable compensation and other benefits allocated to Pierre-André de Chalendar, Chairman and Chief Executive Officer, for the fiscal years ended December 31, 2016 and 2017. TABLE 2 – SUMMARY OF THE COMPENSATION OF THE EXECUTIVE DIRECTOR (AMF NOMENCLATURE) (in EUR before social charges and income tax) 2017 2016 Amount dueb (2) Amount paidb (3) Amount dueb (2) Amount paidb (3) Pierre-André de Chalendar, Chairman and Chief Executive Officer Fixed compensationɸ (1) 1,100,000 1,100,000 1,100,000 1,100,000 Annual variable compensationɸ (1) 1,487,270 1,529,879 1,529,879 1,284,067 Multi-year variable compensation 0 0 0 0 Exceptional compensationɸ (1) 0 0 0 0 Directors’ attendance feesɸ (4) 0 0 0 0 Benefits in kind: company car 3,607 3,607 2,652 2,652 TOTAL 2,590,877 2,632,531 2,632,531 2,386,719 On a gross basis before taxes. (1) Compensation allocated during the year, regardless of payment date. (2) Compensation paid during the year. (3) Attendance fees allocated to Compagnie de Saint-Gobain’s Chairman and Chief Executive Officer for his Director’s duties in non-Group companies, in which the Group holds stakes, are repaid (4) to Compagnie de Saint-Gobain in their entirety. year does not represent a disproportionate share of his total
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149 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017
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