SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

Additional information and cross-reference tables Additional information

IV. Board committees Three Board committees exclusively composed of Directors – the Audit and Risk Committee, the Nomination and Remuneration Committee, and the Strategy and Corporate Social Responsibility Committee – prepare the Board of Directors’ tasks and deliberations in their respective areas. Committee members may participate in meetings either by videoconference or telephone, enabling them to be identified ensuring their effective participation in the meetings, and shall thus be deemed present at such committees. For the purposes of carrying out their duties, these committees may commission technical studies by outside experts at Compagnie de Saint-Gobain’s expense, and consult Group executives after notifying the Chairman and Chief Executive Officer, who may submit the request to the Board for decision. They report to the Board on the opinions and information obtained. The Chairman of each Board Committee designates the person responsible for acting as secretary of the committee. The Board’s internal rules also cover, among other things, the respective duties and areas of the three Board committees. A description of these duties and areas is provided in chapter 6, section 1.2.3 in the section dedicated to each committee. V. Lead independent Director The Board of Directors may appoint a Lead independent Director among the independent Directors of the Board. The Lead independent Director will remain in office throughout his/her term of office as a Director. The Lead independent Director’s term of office is renewable and may be revoked at any time by the Board of Directors. Responsibilities of the Lead independent Director The Lead independent Director’s main responsibility is to oversee the efficient running of the Company’s governance bodies. As such, he/she is in charge of: preventing and managing conflicts of interest: the Lead „ independent Director is responsible for preventing the occurrence of situations of conflicts of interest. He/She brings to the attention of the Board of Directors possible conflicts of interest that he/she is aware of concerning the Directors. leading the assessment of the organization and operations „ of the Board of Directors which is periodically carried out; convening, chairing, organizing and reporting to the „ Chairman and Chief Executive Officer on the meetings of the Directors held without the presence of the executive Directors. Such sessions may be held during or at the close of a meeting of the Board of Directors and, as the case may be, such sessions may be co-chaired by the Chairman of the Nominations and Remuneration Committee in the event he/she is a different person, and for matters falling under the responsibility of the Nominations and Remuneration Committee (in particular succession plans and the executive Directors’ compensation); being a point of contact for shareholders of Compagnie de „ Saint-Gobain on governance matters, and meeting with them, at the request of the Chairman and Chief Executive Officer;

ensuring that the Directors receive the relevant information „ to exercise their duties under the best possible conditions, in accordance with these internal rules; more generally, ensuring compliance with the internal rules „ of the Board of Directors. Powers of the Lead independent Director In the course of his/her duties, the Lead independent Director shall have the right to: suggest to the Chairman and Chief Executive Officer the „ addition of points to the agenda of any meeting of the Board of Directors; request the Chairman and Chief Executive Officer to „ convene a meeting of the Board of Directors on a specific agenda; convene and chair meetings of the Board of Directors in „ the event of the temporary incapacity or death of the Chairman and Chief Executive Officer; and attend, as the case may be, the meetings of the committees „ of which he/she is not a member, to the extent strictly necessary to accomplish his/her duties and upon the approval of the Chairman of the relevant committee. The Lead independent Director reports to the Board of Directors on the completion of his/her mission on an annual basis VI. Directors’ duties Directors have a regular access to insider information in the meaning of financial markets legislation and regulations and as such are required to comply with the laws and regulations concerning insider trading. Closed periods are also set each year, during which Directors are prohibited from trading directly or indirectly and from derivative transactions in Compagnie de Saint-Gobain’s securities. These closed periods cover the 30 days preceding the Board meetings at which the annual and interim consolidated financial statements are reviewed, the 15 days preceding the publication of quarterly sales figures, and the day following the publication of the annual and half-year results. The calendar of the closed periods is sent each year to the Directors by the Board Secretary. The Group’s senior management, as well as employees having regular or occasional access to insider information, are also subject to these closed periods. Directors must declare to the French Financial Markets Authority (Autorité des marchés financiers) any trades they have executed involving Compagnie de Saint-Gobain’s securities, in compliance with applicable regulations. Directors hold their Compagnie de Saint-Gobain shares in registered form. Beyond the obligation of discretion provided by law, Directors are bound by a general duty of confidentiality with regard to the documents and information communicated to them before or during the meetings, as well as on the deliberations of the Board of Directors, until such time as they have been made public.

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