Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

termination of office of the Chairman and Chief Executive Officer Employment contract, retirement benefits and termination benefits allocated in case of 2.2.4

OF TERMINATION OF OFFICE OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE) TABLE 11 – EMPLOYMENT CONTRACT, RETIREMENT BENEFITS AND TERMINATION BENEFITS ALLOCATED IN CASE

change of functions owing to termination or a Benefits due or falling due

pension plan Supplementary

Name

Employment contract

Non-compete indemnity

Yes

No

Yes

No

Yes

No

Yes

No

Pierre-André de Chalendar Chairman and Chief Executive Officer

X

X

X

X (1)

Termination of his employment contract as of June 3, 2010. (1)

Committee, the Board authorized renewal of the following of the Nomination, Remuneration and Governance At its meeting of March 20, 2014 and at the recommendation to be due for termination of his duties as Chairman and Chief components of compensation, indemnities or benefits due or Chairman and Chief Executive Officer, corresponding to commitments in favor of Mr. Pierre-André de Chalendar, Commercial Code. These commitments were approved by the scope of application of Article L.225-42-1 of the French Executive Officer of Compagnie de Saint-Gobain, within the 7 and 8). General Shareholders’ Meeting of June 5, 2014 (resolutions 6, were amended on the occasion of their renewal to The terms of these commitments, similar to those of 2010, June 2013. revised version of the AFEP-MEDEF code, published in incorporate the new recommendations introduced by the compensation for termination of office as Chairman and Chief The conditions applying to Mr. Pierre-André de Chalendar’s following: Executive Officer of Compagnie de Saint-Gobain are the Forced departure The indemnity for termination of office may only be paid in as Chairman and Chief Executive Officer was due to forced the event that Mr. Pierre-André de Chalendar’s loss of office following circumstances: and related to a change of control or strategy under the departure, regardless of the form such departure might take, mandate as Chairman and Chief Executive Officer is not he is removed before the end of his term of office or his ‹ Executive Officer; or misconduct not related to his duties as Chairman and Chief the event of gross or willful misconduct or serious renewed on expiry, unless this is at his own initiative, or in he is forced to resign within the twelve months following: ‹ demerger affecting Compagnie de Saint-Gobain, or the date of approval by the shareholders of a merger or ‹ Commercial Code), or Company (as defined by Article L.233-3 of the French investors acting in concert acquire control of the the effective date on which an investor or group of ‹ Chairman and Chief Executive Officer a) Compensation for loss of office of the

strategy leading to a major refocusing of its business. governance bodies of a significant change in the Group’s the announcement by Compagnie de Saint-Gobain’s ‹ Company at his own initiative under circumstances other than be due if Mr. Pierre-André de Chalendar were to leave the In any case, no compensation for termination of office would following the date on which he ceases his functions, and to above, he were eligible to retire during the twelve months own initiative under one of the circumstances described those described above, or if, upon leaving the Company at his (c) below). plan for engineers and supervisory employees (see paragraph receive a pension under the so-called “SGPM” defined-benefit average of the variable part of the annual compensation as of the date on which his functions cease, and of the compensation as Chairman and Chief Executive Officer paid compensation, defined as the sum of his final year’s fixed maximum of the equivalent of double his gross total annual compensation for termination of office not to exceed a Mr. Pierre-André de Chalendar will be able to receive Cap on indemnity for termination of office annual compensation is henceforth defined as the “Reference Compensation”. Officer for his last three full years in office. This gross total received or receivable as Chairman and Chief Executive Compensation. amount of Mr. Pierre-André de Chalendar’s Reference indemnity (see paragraph (b) below) exceed double the indemnity for termination of office and the non-compete Under no circumstances may the cumulative amount of such Performance condition Payment of the compensation for termination of office will be subject to fulfillment of a performance condition defined as an maximum amount fixed for this variable part for the last three compensation at least equal to one-half of the average allocation by the Board of Directors of a variable part of challenging, as demonstrated by the overall completion rate ceases his functions. This performance condition is Executive Officer and ending prior to the date on which he full years during which he will be Chairman and Chief totaled 82%, and 69% in 2015. compensation for the past two fiscal years, which in 2016 of the objectives corresponding to the variable share of his

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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