Duties of the Financial Statements Committee

The Internal Rules of the Board of Directors define the duties of the Financial Statements Committee as follows.

The main responsibility of the Financial Statements Committee is to ensure the relevance and consistency of the accounting methods used to prepare the financial statements and to verify that the internal procedures used to gather and control the related data provide a guarantee of such relevance and consistency. To this end the Committee:

- examines the annual and interim consolidated financial statements and the annual accounts of the Company submitted to it by Executive Management, prior to their examination by the Board of Directors;

- considers the scope of consolidation and, where appropriate, the reasons for the exclusion of any companies from the same;

- examines significant risks and off-balance sheet commitments, and receives a related detailed report from the Finance Director;

- gives its opinion on the organization of the internal audit function, is informed of the internal audit work schedule and receives an overview of the internal audit reports on a regular basis;

- reviews the audit plan of the Company’s Statutory Auditors and the findings of their audits, and receives a report from the Statutory Auditors on key audit findings and the accounting methods selected;

- conducts the process for the selection of the Company’s Statutory Auditors, forms an opinion on the amount of fees sought for the performance of statutory audits and submits the results of the selection process to the Board of Directors;

- examines, in compliance with applicable standards, the advisory and other services directly related to their engagement that the Statutory Auditors and their network are authorized to provide to the Company and to other companies in the Saint-Gobain Group;

- is informed annually by the Statutory Auditors of the amount and allocation of fees for audit, advisory and other services paid by the Saint-Gobain Group to the Statutory Auditors and the members of their network during the past fiscal year, and submits its findings to the Board of Directors, together with its opinion on the independence of the Statutory Auditors.

Three out of four members of the Committee, including the Chairman, are independent directors.

The Appointments Committee performs the work both of a remuneration committee and an appointments committee, as provided for in the AFEP- MEDEF reports on corporate governance.

Duties of the Appointments Committee

In accordance with the Internal Rules of the Board of Directors, the duties of the Appointments Committee are as follows.

- The Committee is to make recommendations to the Board of Directors whenever a directorship becomes vacant or expires. The Committee organizes a selection procedure for future independent Directors, in compliance with the criteria laid down in the AFEP-MEDEF report on “The Corporate Governance of Listed Companies”.

- Each year, the Committee reviews the independence of each Director in compliance with the criteria established in this report and presents its conclusions to the Board of Directors.

- It discusses proposals to be made to the Board should the position of Chairman of the Board become vacant for any reason.

- It considers the recommendation(s) of the Chairman of the Board regarding the appointment of a Chief Executive Officer and/or of one or several Chief Operating Officers, and reports accordingly to the Board.

- It makes recommendations to the Board of Directors regarding the amount and conditions of compensation, particularly the criteria governing the variable portion, and pension benefits awarded to the Chairman of the Board, and other arrangements relating to the status of the Chairman.

- It likewise makes recommendations as provided for under the preceding paragraph regarding the Chief Executive Officer and/or the Chief Operating Officer(s).

- It reviews the Group’s general stock options policy, including the choice between share subscription options and share purchase options, and considers the recommendations of Executive Management concerning the granting of share subscription or purchase options to some employees of the Saint-Gobain Group.

- It formulates recommendations regarding the granting of share subscription or purchase options to the Chairman of the Board of Directors and to the other members of Group Management.

- It prepares the examination by the Board of Directors of corporate governance issues, and conducts a periodic evaluation of the organization and operation of the Board of Directors.

Strategy Committee

Jean-Cyril SPINETTA, Chairman
Pierre-André de CHALENDAR
Jean-Bernard LAFONTA

The chairman of the Committee is an independent director.

Duties of the Strategy Committee

The Internal Rules of the Board of Directors provide that the Strategy Committee is to study the strategic plan, areas of potential improvement in the same and the strategic matters put forward by its members.



Update: June 6, 2008