SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Corporate governance Management and Directors’ compensation

Principles and criteria applying to the determination, distribution and allocation of the compensation components of the Chairman and Executive Officer, for the 2018 fiscal year, submitted to the approval of the Ordinary General Shareholders’ Meeting (ArticlebL.225-37-2 of the French Commercial Code)

Compensation components attributable to the Chairman and Chief Executive Officer

Cap

Description

Annual variable compensation

170% of the fixed compensation The Board of Directors decided to maintain the cap on the annual variable part of the compensation of the Chairman and Chief Executive Officer unchanged at 170% of his fixed compensation (cap unchanged since 2014).

The amount of the variable compensation for the 2018 fiscal year will be decided by the Board of Directors in 2019 based on the achievement of quantifiable and qualitative objectives that it established, respectively at 2/3 and 1/3 of the variable portion of his compensation (structure unchanged since 2014). As regards the quantifiable objectives, the Board decided to maintain for the 2018 fiscal year, the following four quantifiable objectives, each counting for 25%, deemed relevant for assessing the operational and financial performance of the Saint-Gobain Group and its strategy (unchanged since the renewal of his mandate in 2010): the rate of return on capital employed (ROCE), the operating income of the Group, the recurring net income of the Group per share and the operating free cash flow. In addition, the Board retained the following qualitative objectives, deemed relevant to the extent that they reflect the implementation of strategic orientations for the 2018 fiscal year: continuation of the digital transformation of the Group, implementation of the corporate social responsibility policy and continuation of the Group’s development strategy. In accordance with the law, the payment of the annual variable compensation will be conditioned to the approval of the 2019 Ordinary Shareholders’ Meeting. The Board of Directors does not intend to grant deferred variable compensation to the Chairman and Chief Executive Officer in 2018. The Board of Directors does not intend to grant multi-year compensation to the Chairman and Chief Executive Officer in 2018. The Board of Directors does not intend to grant exceptional compensation to the Chairman and Chief Executive Officer in 2018. In accordance with the law, the payment of the exceptional compensation would be conditioned to the approval of the 2019 Ordinary Shareholders’ Meeting. The Board of Directors reserves the option, if a new Chief Executive Officer should be recruited outside the Group, to grant him/her an indemnity for taking up office to compensate for the loss of benefits, in compliance with current practices, such as the annual variable compensation and/or long-term compensation components which he/she was entitled to as part of his/her previous duties. This indemnity for taking up office could take the form of payments in cash and/or allocation of securities subject to performance conditions.

Deferred variable compensation Multi-year variable compensation

None

None

Exceptional compensation None

6

Indemnity for taking up office

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