Saint-Gobain // Universal Registration Document 2021

Additional information and cross-reference tables Additional information

IV. Role of the Chairman of the Board of Directors

VI. Lead independent Director The Board of Directors 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. Responsibilities of the Lead independent Director The Lead independent Director’s main responsibility is to oversee the efficient running of the Company’s governance bodies. As such, he/she is in charge of: preventing and managing conflicts of interest: the ■ Lead independent Director is responsible for preventing the occurrence of situations of conflicts of interest. He brings to the attention of the Board of Directors possible conflicts of interest that he is aware of concerning the Directors; leading the assessment of the organization and the ■ operations of the Board of Directors which is periodically carried out; at the Chairman’s request, serving as a point of ■ contact for Compagnie de Saint-Gobain’s shareholders on governance issues and, where appropriate, meet them; in conjunction with the Chairman of the Board of ■ Directors, ensuring that the Directors receive the information they need to perform their duties under the best possible conditions, in accordance with these internal rules; more generally, ensuring compliance with the ■ internal rules of the Board of Directors. Powers of the Lead independent Director In the course of his duties, the Lead independent Director has the right to: suggest to the Chairman the addition of points to ■ the agenda of any meeting of the Board of Directors; ask the Chairman to convene the Board of Directors ■ on a specific agenda, including for a meeting without the presence of Executive corporate officers; convene and chair the meetings of the Board of ■ Directors in the event of the temporary inability or death of the Chairman; and attend, as the case may be, the meetings of the ■ Committees of which he is not a member to the extent strictly necessary to accomplish his duties and upon the approval of the Chairman of the Board of Directors. Once a year, the Lead Director reports on his or her actions to the Board of Directors. He may be invited by the Chairman of the Board of Directors to give an account of his actions during the General Shareholders' Meeting. VII. 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. Closed periods are also set each year, during which Directors are prohibited from trading directly or

The Chairman organizes and directs the work of the Board of Directors and sets the agenda. He sets the schedule and agenda for Board meetings, convenes them and chairs them. In consultation with the Chairmen of the Committees concerned, he sets the schedule and agenda of the Committees’ meetings and convenes them. He ensures the proper functioning of the Company’s governing bodies and ensures in particular that the Directors are able to fulfill their duties; in particular that they have all the necessary information. He convenes, chairs, coordinates and reports to the Chief Executive Officer on meetings of the Directors without the presence of the Executive corporate officers, which may be held during or at the end of a meeting of the Board of Directors, where appropriate co-chaired by the Lead independant Director (or the Chairman of the Nomination and Remuneration Committee when matters falling within the remit of this Committee, in particular compensation for the Chief Executive Officer, are discussed). The Chairman reports on the work of the Board of Directors to the General Shareholders' Meeting, whose meeting he chairs. V. Board Committees The work and decisions of the Board of Directors are prepared in their respective areas by Committees (the Audit and Risk Committee, the Nomination and Remuneration Committee and the Corporate Social Responsibility Committee), composed of Directors appointed by the Board. The Chairman and the Chief Executive Officer may attend their meeting, except when the matter concerns them, in which case they do not participate in the discussions and deliberations on the subjects in question. 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 experts at Compagnie de Saint-Gobain’s expense, and consult Group executives after notifying the Chief Executive Officer and the Chairman of the Board of Directors, who may submit the request to the Board for decision. They report to the Board on the opinions and information obtained. The Chairman of each Board Committee designates the person responsible for acting as secretary of the Committee. 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 5, Section 1.2.3 in the section dedicated to each Committee.

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