Saint Gobain - Registration document 2016

10 ADDITIONAL INFORMATION AND CROSS-REFERENCES TABLES 1. Additional information

1.1.2

Internal Rules of the Board of

Directors The Compagnie de Saint-Gobain’s Internal Rules of the Board of Directors in force on February 1, 2017 describe the Board’s organization and functioning. The Internal Rules were last updated by the Board of Directors on November 24, 2016, following the entry into force of the revised Market Abuse Regulations. “The internal rules aim to set out the organization and functioning of Compagnie de Saint-Gobain’s Board of Directors. They are to be applied in conjunction with the rules and duties laid out in those applicable legal and regulatory provisions and the Company’s bylaws which have not been reproduced below. They implement the recommendations published by the AFEP-MEDEF corporate governance code for French listed companies. I. Meetings of the Board of Directors agenda for the following meeting. distributed to Directors for the following year. The draft minutes of each meeting are sent to the Directors at the same time as the agenda for the next meeting. They are approved at that meeting and the final minutes are then sent with the The Board holds at least seven scheduled meetings each year. At each year-end, an annual work program is drafted and Except for meetings held to approve the annual financial statements of the Company, the annual consolidated financial statements and the annual management report, Directors who take part in a Board meeting using videoconferencing or other telecommunication technology without any break in transmission, enabling them to be identified and to participate actively in the discussion, are deemed to be present for Each time a meeting is called, Directors are provided with a selection of financial analyses and a range of press articles concerning the Saint-Gobain Group published in the period since the last Board meeting. agenda for a meeting is sent to the Directors prior to the meeting. The text of explanations and presentations scheduled on the The draft annual report for the Saint-Gobain Group and the draft Group and Company annual and interim financial statements are sent to the Directors prior to the meeting at which they are to be considered. The information file handed out to the Directors at each index. meeting includes, among other things, an analysis of the Saint-Gobain Group’s operating income and its net debt at the previous month-end, as well as details of the Saint-Gobain share performance compared with the CAC 40 and an industry One Board meeting is held at a different Saint-Gobain Group site each year, to give the Directors an opportunity to also visit the site concerned. Between meetings, the Directors receive copies of all press releases issued by the Company, along with any relevant calculation of the quorum and voting majority. II. Prior and permanent information for Directors

provide commentary. The provisions of the Board of Director’s Internal Rules are reproduced in their entirety below, except for the provisions that concern Board Committees, which are set out in chapter 6, section 1.2.3. (b). Paragraphs shown in italics below

information about events or transactions that are material for

the Saint-Gobain Group.

to the Chairman and Chief Executive Officer, who may submit the request to the Board for a decision. Directors have the right to ask for any other documents that they consider necessary in order to make an informed contribution to the Board’s discussions; the request is made Directors may also ask to meet senior executives of the Saint-Gobain Group and to request that no executive Directors are present; in the latter case, notice shall first be given to the Chairman and Chief Executive Officer, who may submit the request to the Board for a decision. III. Decisions of the Board The Board examines all issues that fall within its remit, as specified in the applicable laws and regulations and the Company’s bylaws, particularly on the following subjects: The Board meets annually to review and approve the budget for the Saint-Gobain Group. A meeting is held at least once a year to review and decide on the Saint-Gobain Group’s overall strategy. All capital expenditures, restructuring, disposals, acquisitions and financial investment and divestment projects each individually representing over €150 million must be submitted to the Board for prior approval, along with any material transactions that fall outside the Group’s stated strategy. For urgent matters where there is not enough time to call a Board meeting, the Chairman and Chief Executive Officer meeting each year and a formal assessment of its organization and practices is conducted periodically on the initiative of the Nomination, Remuneration and Governance Committee; the results of this assessment are reviewed at the The Board’s practices are reviewed during at least one next Board of Directors’ meeting. Nomination, Remuneration and Governance Committee. The Every year, the Board also reviews each Director’s situation in relation to the independence criteria set out in the AFEP-MEDEF code, based on a report prepared by the results of the review are reported to shareholders in the annual report. Group’s senior management. Non-executive Directors may meet during or after a Board meeting, without the executive Directors being present, so that they can assess the performance of the executive Directors and consider the future line-up of Saint-Gobain provides the Directors with all relevant information by the most efficient method in order to obtain their opinion.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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