SAINT-GOBAINLes Miroirs18, avenue d'Alsace92400 CourbevoieFRANCE
The Board of Directors of Compagnie de Saint-Gobain is comprised of 16 members. Its decisions are made in light of the recommendations of three Board committees:
Directors are elected for a four-year term (article 9 of the bylaws), in accordance with the recommendations of the AFEP-MEDEF corporate governance code for French listed companies.
At its meeting on November 24, 2016, Compagnie de Saint-Gobain’s Board of Directors decided to create the position of Lead Independent Director (Administrateur Référent), which will be taken on by Jean-Dominique Senard, independent Director since 2012, at the close of the Annual General Meeting to be held on June 8, 2017.
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Pierre-André de Chalendar is a graduate of ESSEC Business School and École Nationale d'Administration. A former civil servant (Inspecteur des Finances), he served as deputy to the Director General for Energy and Raw Materials within the French Ministry of Industry.
Mr. Chalendar joined Compagnie de Saint-Gobain in 1989 as Vice-President, Corporate Planning. He was subsequently Vice-President of the Abrasives business in Europe (1992-1996), President of the Abrasives business worldwide (1996-2000) and General Delegate for the United Kingdom and the Republic of Ireland (2000-2002) before being appointed Senior Vice-President of Compagnie de Saint-Gobain in charge of the Building Distribution Sector in 2003.
Appointed Chief Operating Officer of Compagnie de Saint-Gobain in 2005 and elected to the Board in 2006, he was appointed Chief Executive Officer in 2007 and Chairman and Chief Executive Officer in 2010.
Pierre-André de Chalendar is also a director of BNP Paribas, and has chaired Entreprises pour l’Environnement from 2012 to 2015.He directly supervise the Innovative Materials Sector from Saint-Gobain since October 29, 2015.
Alain Destrain was in particular union representative and then titular member of the Saint-Gobain Emballage (former Packaging Sector) Works Council, Central Union Delegate of Verallia (former Packaging Sector), Saint-Gobain Group Committee Secretary, member of the Convention for European Social Dialogue and a Member of the Select Committee.
Jean-Martin Folz is a Director of Axa.
Bernard Gautier holds various positions and functions within companies registered outside France in which Wendel holds an equity interest.
Brazilian and British national, Iêda Gomes Yell is a Director and a member of the Strategic Committee and of the Audit and Risk Committee of Bureau Veritas (a French listed company). She is also a Director of Exterran Corporation (United States) and a Director of InterEnergy Holdings.
Anne-Marie Idrac is also a Director of Total and Bouygues, a member of the HEC Advisory Board and Vice-Chairman of the Robert Schuman Foundation.
German national, Pamela Knapp is also a member of the Supervisory Board, Nomination, Compensation and Governance Committee and the Finance and Audit Committee of Peugeot S.A., a Director of the consulting firm HKP Group AG (Switzerland) and a Director and member of the Audit committee of Panalpina World Transport (Holding) Ltd (Switzerland).
Pascal Laï was in particular titular member of the Saint-Gobain Sekurit France Works Council, titular member of the Saint-Gobain Group Committee, Group coordinator and titular member of the Convention for European Social Dialogue.
Agnès Lemarchand is also a Director of CGG and BioMérieux and Chairman of Orchad SAS.
Frédéric Lemoine is also Chairman of the Board of Directors of Bureau Veritas and holds various positions and functions within companies registered outside France in which Wendel holds an equity interest.
Jacques Pestre is also Chairman of the Supervisory Board of the Employee Savings Fund “Saint-Gobain PEG France” and holds various positions and functions within several companies of Saint-Gobain’s Building Distribution Sector.
Olivia Qiu is a Chinese and French citizen. She does not hold any other directorships.
Denis Ranque is also a Director of CMA-CMG and Scilab Enterprises.
He is Chairman of the "Haut Comité du Gouvernement d’Entreprise" (the High Committee in charge of monitoring implementation of the Corporate Governance Code of Listed Corporations), co-Chairman of La Fabrique de l’industrie and Chairman of the Board of Directors of the Ecole Polytechnique Foundation.
Gilles Schnepp holds various positions and functions within subsidiaries of the Legrand Group.
Jean-Dominique Senard does not hold any other directorships.
Philippe Varin is also a Director of EDF (up to May 12, 2016), special representative of the French Minister of Foreign Affairs and International Development for the ASEAN countries and Chairman of the “Cercle de l’Industrie”.
The following information was last updated on June 3, 2016.
The Board of Directors is assisted by three committees, which it consults prior to making certain decisions. The committees submit their recommendations to the Board for deliberation.
Three of the four Committee members, including its Chairman, are independent directors. No executive directors sit on the Committee. By virtue of their current or past positions, the Committee members each have considerable experience and high-level expertise in financial and accounting matters.
Without encroaching on the role specifically vested in the Board of Directors, the Committee mainly oversees the following matters:
Find out more in the Annual Report
As of June 3, 2016, three Committee members, including its Chairman, were independent Directors.The employee Director is not taken into account to compute the independence ratio of this Committee in compliance with the AFEP-MEDEF code.The Nomination, Remuneration and Governance Committee fulfills the duties of both a nomination committee and a remuneration committee provided for in the AFEP-MEDEF code.
In accordance with the Board of Directors’ internal rules in force at June 3, 2016, the Strategy and Corporate Social Responsibility (CSR) Committee is responsible for examining and identifying improvements to the Group’s business plan, reviewing any strategic issues proposed by its members and ensuring that CSR issues are taken into account in defining the Group’s strategy.
Board of Directors as of June 3, 2016.