Saint Gobain - Registration document 2016

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

IV. Board Committees Three Board Committees exclusively composed of Directors Directors’ tasks and deliberations in their respective areas. – the Audit and Risk Committee, the Nomination, Remuneration and Governance Committee, and the Strategy and Corporate Social Responsibility Committee – prepare the Board of 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 information obtained. 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 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. 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. Periods known as "negative windows" (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. They must seek to avoid any actual or potential conflict of interest, whether direct or indirect, and if any such conflict of interest should arise, they must inform the Chairman and Chief Executive Officer and refrain from participating in discussions and votes on the concerned topics. The Chairman and Chief Executive Officer must consult the Board before accepting any new appointment in a publicly traded company. VI. Attendance fees and reimbursement of expenses The attendance fees approved by the shareholders at the General Meeting are allocated by the Board of Directors among its members. The Chairman and Chief Executive Officer does not receive any attendance fees. period served. For Directors who are elected or retire/resign from the Board during the year, the fixed fee is paid pro rata to the actual The fees are paid in two half-yearly installments in arrears, with any balance available from the annual amount distributed at the beginning of the following year based on variable parts allocated to each Director depending both on his/her participation to Board and Committees meetings held during the prior fiscal year. Directors may be reimbursed upon submission the necessary supporting documents, for travel expenses, and any expenses incurred within the course of carrying out their duties as Directors of the Company. VII. Other provisions If he or she considers it necessary, each Director may receive additional training about the Saint-Gobain Group’s specific characteristics, businesses and operating segments. Those appointed to the Audit and Risk Committee may, if they consider it useful, receive training in the accounting, financial and operational specificities of the Group’s activities. Unless impeded, Directors attend General Meetings.”

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016