Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

Activities in 2016 The Nomination, Remuneration and Governance Committee met four times in 2016, in February, March, September and November, with an attendance rate of 85%. The following were the major topics of discussion: The Committee made recommendations to the Board on ‹ Mr. Pierre-André de Chalendar’s 2015 bonus, the amount of the fixed compensation and the cap, the criteria and the targets to use to determine the variable part of his compensation for 2016 and his allocation of stock options and performance shares that are subject to performance It confirmed the existence, reviewed and discussed ‹ the long-term. succession plans for the Chairman and Chief Executive Officer in the event of an unanticipated vacancy and on The Committee examined the Directors’ independence ‹ status with regard to all independence criteria set forth in the AFEP-MEDEF Code (see chapter 6, section 1.1.2). It resolved to propose that the Board, Mr. Jean-Martin Folz ‹ having expressed his desire not to renew his term of office during a possible new term, continues to reduce its size, which counted 18 members in December 2014, and to as a result of the statutory age limit that he would reach propose the renewal of the terms of office of the independent Directors that are coming due. It examined the consequences of these proposals with regard to the proportion of independent Directors, the composition of the Committees and the representation of women and men on the Board. The Committee launched, as it does every three years, the ‹ proposed improvements to the Board. assessment process of the Board with a specialized consulting firm, reviewed the conclusions of the report and As a result of the conclusions reached following the ‹ assessment process of the Board of Directors, it proposed to create the position of Lead Independent Director effective from the close of the General Shareholders’ Meeting of June 8, 2017 and made proposals regarding the scope of his responsibilities. The Committee also discussed the performance stock ‹ option and performance share plans to be renewed by the Board – all consisting of long-term incentive, deferred, variable, and incentive-based compensation payable to performance criteria that it considered should be applied to these plans. It made proposals regarding the training program of the ‹ employee Directors. Finally, it reviewed the “Corporate Governance” section of ‹ the 2015 Registration Document. The Committee reported to the Board on its activities and offered its recommendations during the Board meetings of February 25, September 22 and November 24, 2016. certain employees, all subject to performance criteria being met – and specifically set the service and criteria (see chapter 6, section 2.2).

February 1, 2017, the Nomination, Remuneration and Governance Committee has the following responsibilities: According to the Board of Directors’ internal rules in force at cases where one or more seats on the Board fall vacant or the terms of one or more Directors are due to expire. The It is responsible for making proposals to the Board in all ‹ independence criteria set out in the AFEP-MEDEF Code. Committee organizes the procedure to select candidates for election as independent Directors, based on the It reviews annually each Director’s situation in relation to ‹ the independence criteria set out in the AFEP-MEDEF code, and reports its conclusions to the Board. Through its Chairman, it obtains assurance from the ‹ Chairman and Chief Executive Officer that a candidate has been identified for succession to his position in the event that it falls vacant for an unforeseen reason, and that enough potential successors are available to step in when the position of Chairman and Chief Executive Officer falls vacant for any reason. It recommends candidates to the Board in the event that ‹ It reviews any proposals by the Chairman and Chief ‹ Executive Officer for the appointment of a Chief Executive reports its conclusions to the Board. Officer and/or one or more Chief Operating Officers, and Chairman and Chief Executive Officer’s compensation package, and the criteria to be applied to determine his It makes recommendations to the Board concerning the ‹ bonus, as well as the other aspects of his position. performance share plans for Group employees. performance share policy and whether options should be exercisable for new or existing shares, and reviews senior It discusses the Group’s overall stock option and ‹ management’s proposals concerning stock option and It reviews the Chairman and Chief Executive Officer’s ‹ recommendations concerning his implementation of long-term incentive plans. other members of senior management. stock options, performance shares and long-term incentives to the Chairman and Chief Executive Officer and It makes recommendations concerning the granting of ‹ issues and leads periodic assessments of the Board’s It prepares the Board’s debate on corporate governance ‹ organization and operations. takes effect at the close of the General Shareholders’ Meeting of June 8, 2017, this last responsibility of the Committee will When the term of office of the Lead Independent Director section 1.2.1 and chapter 10, section 1.1). be withdrawn and the Committee will be renamed “Nomination and Remuneration Committee” (see chapter 6, they might be needed.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016