SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

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Corporate governance Report of the Board of Directors on corporate governance (Article L.225-37 of the French Commercial Code)

REPORT OF THE BOARD OF 4. DIRECTORS ON CORPORATE

GOVERNANCE (ARTICLE L.225-37 OF THE FRENCH COMMERCIAL CODE)

Report of the Board of Directors on corporate governance This report on corporate governance was prepared in accordance with Articles L.225-37 et seq. of the French Commercial Code, under the responsibility of the Board of Directors and based on information provided by the relevant departments of Compagnie de Saint-Gobain, and was approved by the Board of Directors at its meeting of February 22, 2018. The law stipulates that this report should include a number of corporate governance items. Management and Directors’ compensation (Articles L.225-37-2 and L.225-37-3) With regard to compensation, the report must set out the draft resolution prepared by the Board of Directors relating to the principles of and criteria for determination, distribution and allocation of the fixed, variable and exceptional components of overall compensations and benefits of any kind, attributable to the Chairman and Chief Executive Officer (Compensation policy). Furthermore, the report must include the total compensation and benefits of any kind paid by Compagnie de Saint-Gobain to the Directors during the year, as well as commitments of any kind made by Compagnie de Saint-Gobain to the benefit of the Directors, corresponding to compensation components, indemnities or benefits due or to be due as a result of taking, losing or changing office or subsequent to the performance thereof, including retirement commitments and other annuity benefits. This information, set out in Chapter 6, Section 2.2 and prepared on the basis of details provided by the Legal, Human Resources and Financial departments, was reviewed by the Nomination and Remuneration Committee and is included by reference in this report.

Composition and operation of the Board of Directors (Article L.225-37-4) The report must include the composition of the Board of Directors and the conditions for preparing and organizing its work, as well as any limitations on the powers of the Chairman and Chief Executive Officer (see Chapter 6, Section 1 and Chapter 10, Section 1.1). The report must also include a list of all offices and duties held in all companies by every Compagnie de Saint-Gobain Board member during the year (see Chapter 6, Section 1.1), the method for exercising general management (see Chapter 6, Section 1.2.1), and adherence to a corporate governance code and application of its recommendations (see Chapter 6, Section 1). This information, prepared on the basis of details provided by the Legal Department, was reviewed by the Nomination and Remuneration Committee and the Lead Independent Lastly, the report must include information that may have an impact in case of a public offering (see Chapter 8, Section 2.6), related party agreements and undertakings (see Chapter 6, Section 5), and the specific formalities for shareholder participation in the General Shareholders’ Meeting (Chapter 10, Section 1.1). It must also contain a summary table of the current delegations of authority granted by the General Shareholders’ Meeting for purpose of completing share capital increases showing the use of these delegations during the year (see Chapter 8, Section 1.2). This information is prepared on the basis of details provided by the Legal and Financial Departments and is included by reference in this report. Director, and is included by reference in this report. Other information (Articles L.225-37-4 and 5)

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