Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

1. Composition and operation of the Board of Directors

Strategy and Corporate Social Responsibility Committee Composition

are members of a Board Committee also report on the operation of the Committees in which they participate. interview with Directors who so request. The Directors who The organization of the 2016 assessment was decided by the Board at its meeting of September 22, 2016. The sixteen Directors in office as of that date were consulted and participated in the Board’s assessment process conducted by a specialized consulting firm. The Nomination, Remuneration and Governance Committee dedicated a part of its meeting of November 10, 2016 to this assessment and reported on it at the Board of Directors meeting of November 24, 2016. Governance Committee and the Chairman and Chief Executive Officer have in addition reviewed the effective The Chairman of the Nomination, Remuneration and regard to their competencies and their respective participation in the discussions. To this end, each year, each contributions of each Director to the Board’s work, with Director answers a detailed questionnaire that specifically addresses the Board’s operation, allowing them, if they so recomposition of the Committees, as needed. Governance Committee, and then by the Board, on the occasion of the renewal of the terms of Directors and Committee. The Directors’ individual contributions are also closely examined by the Nomination, Remuneration and opportunity to speak individually on this topic with the Chairman of the Nomination, Remuneration and Governance The assessment carried out in 2016 having demonstrated the desire by the Directors to obtain, for those who wish it, feedback on their individual contribution, the Board decided to complete this procedure so that it includes, in addition to the annual questionnaire and the discussions as part of the renewals of the terms of office, the following three steps in wish, to freely express their assessment of the other Directors’ individual contributions. In 2016, this assessment each Director had with the consultant. Directors also have an was completed through the questionnaire submitted by the consulting firm to all Directors, and through the interview that 2017: (i) annual meeting between the Lead Independent Director and the Chairman and Chief Executive Officer regarding the individual contribution of each Director, (ii) annual individual meeting between each Director and the Chairman of the Board and (iii) possibility for each Director to request feedback on his/her individual contribution from the Chairman and Chief Executive Officer or the Lead Independent Director. with the significant progress made, over several years and in particular since the last assessment performed following a The assessments carried out in 2016 by the specialized consulting firm highlighted the satisfaction of the Directors similar process in 2013. This positive perception is therefore confirmed in the long term. A vast majority of the Directors are of the opinion that the operation of the Board has improved since the last outside Board, characterized by the interaction of the Directors in the decision-making process for all matters within their remit, as assessment conducted in 2013 and that the dynamics of the well as its performance, characterized by the quality of the decisions made, are absolutely satisfactory. General observations

Chairman (since June 6, 2013) Mr. JEAN-MARTIN FOLZ Mr. PIERRE-ANDRÉ DE CHALENDAR Member

Member Mr. FRÉDÉRIC LEMOINE

Responsibilities (extracts from the Board’s internal rules) According to the Board of Directors’ internal rules in force at responsibilities: February 1, 2017, the Strategy and Corporate Social Responsibility (CSR) Committee has the following It is responsible for examining and identifying potential improvements to the Group’s business plan, reviewing any strategic issues proposed by its members. It ensures that corporate social responsibility issues are taken into account when defining and implementing the Group’s strategy. Activities during 2016 The Strategy and CSR Committee met seven times in 2016, in February, March, May, July, September and twice in November, with an attendance rate of 100%. budget, the outlook and development of the Group’s business, the potential impact on the Group of various During these meetings, the Committee discussed the 2016 chapter 3, section 1.2), and all strategic issues presented to the Board. More specifically, the Committee examined certain economic scenarios, disposals and acquisitions in progress – including the plan to acquire a controlling interest in Sika (see Sector or Activity within a country). It also proposed to the Board subjects to address during the course of the strategic aspects of the Group’s strategy (specifically the status of a seminar. specifically the following topics: circular economy (recycling of production and construction/deconstruction waste, It also worked on corporate social responsibility matters, corruption), security policy and, more generally, the emissions), compliance program (competition, embargoes, fight against Sustainability Index”). corporate social responsibility policy within the Group (first participation at a very satisfactory level in the “Dow Jones The Committee reported to the Board on its activities during the Board meetings of February 25, March 24, May 25, July 28, September 22 and November 24, 2016. protection of resources and limit on CO 2

1.2.4 Procedure

Board assessment

Formal assessments of the Board’s performance and that of the Committees are carried out each year, in accordance with the Board’s internal rules. These assessments are conducted at the initiative of the Nomination, Remuneration and Governance Committee, with the assistance of outside consultants (as in 2016) every three years and, in intermediate years, based on a questionnaire sent to each Director by the Committee Chairman, and an individual

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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