Saint Gobain - Registration document 2016

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

The internal rules of the Board of Directors will be supplemented with the following provisions relating to the Lead Independent Director, appointed by the Board of Directors on November 24, 2016 with effect at the close of the General Shareholders’ Meeting of June 8, 2017 (see chapter 6, section 1.2.1). A new Section V, “Lead Independent Director”, will be inserted, with Sections V to VII thus being renumbered from VI to VIII. “V – Lead Independent Director The Board of Director may appoint a Lead Independent Director among the independent Directors of the Board. The Lead Independent Director will remain in office throughout his/her term of office as a Director. The Lead Independent Director’s term of office is renewable and may be revoked at any time by the Board of Directors. oversee the efficient running of the Company’s governance bodies. As such, he/she is in charge of: The Lead Independent Director’s main responsibility is to Independent Director is responsible for preventing the preventing and managing conflicts of interest: the Lead ‹ occurrence of situations of conflicts of interest. He/She brings to the attention of the Board of Directors possible conflicts of interest that he/she is aware of concerning the Directors. Chief Executive Officer and the Lead Independent Director; Under the obligation to declare conflicts of interest stipulated in the paragraph “Directors’ duties” below, any Director who finds himself/herself in an actual or potential conflict of interest situation shall inform the Chairman and leading the assessment of the organization and operations ‹ of the Board of Directors which is periodically carried out; convening, chairing, organizing and reporting to the ‹ Chairman and Chief Executive Officer on the meetings of the Directors held without the presence of the executive Directors. Such sessions may be held during or at the close of a meeting of the Board of Directors and, as the case may be, such sessions may be co-chaired by the Chairman of the Nominations and Remuneration Committee in the event he/she is a different person, and for matters falling under the responsibility of the Nominations and Remuneration Committee (in particular succession plans and the executive Directors’ compensation); Responsibilities of the Lead Independent Director

being a point of contact for shareholders of Compagnie de ‹ Saint-Gobain on governance matters, and meeting with them, at the request of the Chairman and Chief Executive Officer; ensuring that the Directors receive the relevant information ‹ to exercise their duties under the best possible conditions, in accordance with these internal rules; of the Board of Directors. more generally, ensuring compliance with the internal rules ‹ Powers of the Lead Independent Director In the course of his/her duties, the Lead Independent Director shall have the right to: suggest to the Chairman and Chief Executive Officer the ‹ addition of points to the agenda of any meeting of the Board of Directors; request the Chairman and Chief Executive Officer to ‹ convene a meeting of the Board of Directors on a specific agenda; convene and chair meetings of the Board of Directors in the ‹ event of the temporary incapacity or death of the Chairman and Chief Executive Officer; and attend, as the case may be, the meetings of the ‹ Committees of which he/she is not a member, to the extent strictly necessary to accomplish his/her duties and upon the approval of the Chairman of the relevant Committee. The Lead Independent Director reports to the Board of Directors on the completion of his/her mission on an annual basis.” Section V, “Directors’ duties” will be amended as follows (changes and additions are underlined): “VI. “Directors’ duties” (…) interest, whether direct or indirect, and if any such conflict of interest should arise, they must inform the Chairman and Chief Executive Officer and the Lead Independent Director and refrain from participating in discussions and votes on the They must seek to avoid any actual or potential conflict of topics concerned. (…)” Furthermore, the Nominations, Remuneration and Governance Committee will be renamed “Nominations and Remuneration Committee” and the final paragraph describing its remit related to governance matters will be deleted (see chapter 6, section 1.2.3 b)).

1.2

PUBLICLY AVAILABLE DOCUMENTS

For the lifetime of this Registration Document, the following be consulted through the Financial Communications Department at the Company’s corporate headquarters, at Les Miroirs, 18, avenue d’Alsace, 92400 Courbevoie (France), and may be viewed online at www.saint-gobain.com: documents (or a copy of them) relating to the Company may

this Registration Document, which may also be consulted ‹ on the French Financial Markets Authority (Autorité des marchés financiers) website (www.amf-france.org); the Company bylaws; and ‹ any reports, letters and other documents, historical ‹ financial information, assessments and statements prepared by an outside expert at the Company’s request, a part of which is included in or referred to in this Registration Document.

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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