SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Management and Directors’ compensation

The Board meeting held on February 22, 2018, at the proposal of the Nomination and Remuneration Committee, set at 80% the global level of achievement of the three qualitative objectives applying to the 2017 variable compensation indicated above. It took the following main achievements into consideration in particular: very good continuation of the Group’s digital „ transformation, particularly through the deployment of digital committees over the entire Group and the monitoring of key indicators, disseminating a culture of monitoring the customer experience over all Saint-Gobain Activities, adaptation of the IT infrastructure and the systematic use of data (see Chapter 3, Section 2); very good implementation of the corporate social „ responsibility policy: significant improvement in the total recordable accident rate, with and without more than 24 hours’ lost time (TRAR) compared to 2016, achievement of the 90% diversity objective for executive managers and the introduction of a specific action plan with a view to speeding up the representation of female senior executive in order to achieve the 25% objective by 2025 (see Chapter 5, Section 2.1), implementation of specific actions c) Long-term incentive policy Cap on the Chairman and Chief Executive Officer’s total compensation In addition to the restrictions set out below, the Board of Directors resolved, in accordance with the AFEP-MEDEF Code, and as in previous years, that at the time they would be granted to the Chairman and Chief Executive Officer the 2017 allocations of stock options, performance shares and performance units could not represent a value (according to IFRS standards) greater than 100% of his total gross maximum compensation for the same year (fixed compensation plus maximum variable compensation for the same year). In 2017, stock options and performance shares granted to the Chairman and Chief Executive Officer represented a total value (according to IFRS standards), at the time of their grant, of €2,004,104 corresponding to 68% of his 2017 total maximum gross compensation. Cap on the Chairman and Chief Executive Officer’s allocation relative to the overall allocation envelope At its meeting of February 23, 2017, the Board of Directors decided, as in previous years, that the Chairman and Chief Executive Officer could not receive more than 10% of the overall grants of performance shares and performance units allocated under long-term compensation plans to be set up in 2017.

within the scope of the competition, anti-corruption and embargos compliance program (see Chapter 4, Section 1.1), development of a methodology for the evaluation of sustainable performance of the Construction Products portfolio (see Chapter 2, Section 2.2) and the introduction of a roadmap into each of the Group’s Activities with a view to achieving the objective of reducing the Group’s CO 2 emissions by 20% by 2025 (see Chapter 5, Section 2.1); excellent continuation of the Group’s development „ strategy: organic growth concentrated in the growth geographic areas and trades for the Group, the Board of Directors’ involvement in the subjects of external growth, realization of local acquisitions in line with the Group’s three priorities (see Chapter 3, Section 1.2), the Group’s rating for the seventh year running as one of 100 most innovating global organizations. In all, Pierre-André de Chalendar’s total compensation (fixed and variable) for fiscal year 2017 represented €2,587,270, a decrease of 1.62% on that of 2016. Hedging rules The Chairman and Chief Executive Officer formally undertook not to hedge his risk either on stock options or on shares allocated upon the exercise of stock options, on performance shares or on performance units he has been or will be granted, until the cessation of his duties. To the best of the Company’s knowledge, the Chairman and Chief Executive Officer has not hedged his risk. Closed periods Under the Board’s internal regulations (see Chapter 10, Section 1.1.2), Pierre-André de Chalendar, as a Director, is required to abstain from trading in Saint-Gobain shares for 30 days prior to Board meetings at which the annual and semi-annual consolidated financial statements are examined, for 15 days preceding publication of quarterly consolidated net sales, as well as on the day following the publication of the annual and half-year results. Outside these periods, he is also required, as are the other Directors, to abide by the provisions on the prevention of insider trading.

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