Board of directors and Committees
Compagnie de Saint-Gobain refers to the corporate governance code for French listed companies published by AFEP and MEDEF. Compagnie de Saint-Gobain's practices comply with all of the recommendations contained in this code.
The Board of Directors of Compagnie de Saint-Gobain is comprised of 14 members including 45% of women and 72.7% of independent board members. In accordance with the AFEP MEDEF code and the Commercial Code, employee directors and directors representing employee shareholders are not taken into account in this calculation. Its decisions are made in light of the recommendations of three Board committees:
- the Audit and Risk Committee,
- the Nomination and Remuneration Committee,
- the Corporate Social Responsibility Committee.
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 is taken on by Jean-Dominique Senard, independent Director since 2012, since the Annual General Meeting held on June 8, 2017.
- Antoine VIGNIAL, Corporate Secretary of Compagnie de Saint-Gobain.
The following information was last updated on June 8, 2023.
COMMITTEES OF THE BOARD
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.
AUDIT AND RISK COMMITTEE
- Pamela KNAPP, Chairwoman
- Agnès LEMARCHAND
- Iêda GOMES YELL
- Gilles SCHNEPP
Duties of the Audit and Risk Committee
The Committee is composed of 75% independent Directors, including its Chairwoman. 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:
- The processes used to prepare financial and extra-financial accounting information.
- The effectiveness of internal control and risk management systems.
- The work performed by the Statutory Auditors on the financial statements of the Company and the Group.
- The Statutory Auditors’ independence.
NOMINATION AND REMUNERATION COMMITTEE
- Jean-François CIRELLI, Chairman
- Lydie CORTES
- Dominique LEROY
Duties of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee fulfills the duties of both a nomination committee and a remuneration committee provided for in the AFEP-MEDEF code.
Two Committee members, including its Chairman, are independent Directors. Lydie CORTES, Director representing employees, is also a member of the Committee, in accordance with the recommendations of the AFEP-MEDEF code.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
- Agnès LEMARCHAND, Chairwoman
- Jean-Dominique SENARD
- Philippe THIBAUDET
Duties of the Corporate Social Responsibility Committee
The Corporate Social Responsibility (CSR) Committee is responsible for ensuring that CSR issues are taken into account in defining the Group’s strategy and its implementation.
DECISIONS OF THE BOARD
- Decisions of November 23, 2023
- Decisions of February 23, 2023
- Decisions of November 24, 2022
- Decisions of February 24, 2022
- Decisions of November 25, 2021
- Decisions of February 25, 2021
- Decisions of November 26, 2020
- Decisions relating to the corporate executive officers’ compensation in respect of 2019 (ex post) and for 2020 (ex ante)
- Decisions of February 27, 2020
- Decisions of November 21, 2019
- 2012 pension plan to the benefit of the Chief Operating Officer
- Decisions of February 21, 2019
- Decisions of November 22, 2018
- November 22, 2018: Appointment of Benoit Bazin as Chief Operating Officer
- Decisions of February 22, 2018
- Decisions of November 23, 2017
- November 23, 2017: Renewal of the Director’s term of office of Mr. Pierre-André de Chalendar and co-optation of an independent Director
- June 5, 2017: Saint-Gobain adapts its governance following partial withdrawal of Wendel
- Decisions of February 23, 2017
- Appointment of a lead independant Director and Committe Chairmen
- Decisions of November 24, 2016
- Decisions of February 25, 2016
- Decisions of November 26, 2015
- Decisions of February 25, 2015
- Decisions of November 20, 2014
- Decisions of March 20, 2014
- Decisions of February 19, 2014
- Decisions of November 21, 2013
- Decisions of February 20, 2013
- Decisions of November 22, 2012
- Decisions of February 16, 2012
- Decisions of November 24, 2011
- Decisions of February 24, 2011
- Decisions of November 18, 2010
- Decisions of July 29, 2010
- Decisions of March 25, 2010
- Decisions of February 25, 2010
- Decisions of November 19, 2009
Board of Directors as of June 8, 2023.