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.
Pierre-André de Chalendar
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.
Pierre-André de 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 from June 2010 to June 2021. Since July 2021, Pierre-André de Chalendar is Chairman of the Board of Directors of Compagnie de Saint-Gobain.
Pierre-André de Chalendar is also a Director at BNP Paribas, as well as Chairman of the Remuneration Committee and member of the Governance, Ethics, Nomination and CSR Committee, and is a Director at Veolia. He is Vice-President of Entreprises pour l’Environnement, which he chaired from 2012 to 2015 and has been appointed since July 2017 as co-president of La Fabrique de l’Industrie and Chairman of ESSEC Business School's Supervisory Board since February 2019.
Benoit Bazin
After studying in France and in the United States, and spending four years at the Interministerial Committee for Industrial Restructuring (ICIR) and the Treasury Department within the French Ministry of Finance, Benoit Bazin joined Saint-Gobain in 1999. He held various positions in France and, starting in 2002, in the United States – in a general management role within High-Performance Materials, before taking the Chief Financial Officer role of Compagnie de Saint-Gobain in 2005. From 2009 to the end of 2015, Benoit Bazin headed the Building Distribution Sector. In 2010, he was named Senior Vice President of Compagnie de Saint-Gobain. From 2016 to the end of 2018, Benoit Bazin headed the Construction Products Sector. During 2017, he was President and CEO of CertainTeed Corporation in the United States. He was appointed Chief Operating Officer of Compagnie de Saint-Gobain on January 1, 2019 and elected to the Board on June 3, 2021. He was appointed Chief Executive Officer as from July 1, 2021.
In addition, Benoit Bazin has been appointed as Director of Vinci on June 18, 2020 and is, as such, member of the Remuneration Committee and of the Nomination and Corporate Governance Committee. He was also a Director and a member of the Audit and Risk Committee of Essilor between 2009 and 2017, chairing the Audit and Risk Committee from May 2016 to March 2017.
Jean-François Cirelli
Jean-François Cirelli is Chairman of BlackRock France, Belgium and Luxembourg.
Jean-François Cirelli is also Senior Advisor at Advent International, a member of the Supervisory Board of Idemia and a Director of MET Holding AG (Switzerland).
Lydie Cortes
Lydie Cortes was titular member of the Works Council, Personnel Representative, member of the Hygiene, Health and Safety Committee of Weber and Central Union Delegate for the CFDT.
She was titular member of the Group Committee and Secretary of the European Convention and of the Select Committee of Saint-Gobain.
Sibylle Daunis
Ms. Sibylle Daunis is currently Chief Executive Officer of PUM, one of Saint-Gobain’s Distribution trading brands in France specializing in the sale of products and solutions in synthetic materials for the construction and infrastructure markets, with 210 outlets across the country.
Lina Ghotmeh
French and Lebanese national, Ms. Lina Ghotmeh, is an internationally renowned architect. She is leading her own studio of architecture named “Lina Ghotmeh – Architecture” in Paris and produces architectural designs in France and abroad with her multicultural team. She has been honored with numerous awards and holds teaching in various institutions.
Iêda Gomes Yell
Brazilian and British national, Iêda Gomes Yell is a Director, the Chairwoman of the Nominating Governance and Sustainability Committee and a member of the Human Capital and Compensation Committee of Exterran Corporation (United States) and a Director and a member of the Strategic Committee and of the Human Resources, Compliance and Sustainable Development Committee of Prumo Logistica S.A (Brazil).
Thierry Delaporte
Thierry Delaporte is Chief executive officer of Wipro Limited, a Bangalore-based company (India) listed on the NYSE (New York Stock Exchange), BSE (Bombay Stock Exchange) and NSE (National Stock Exchange of India). Wipro is a leader in information technology, consulting and business process services with 230,000 employees across six continents.
Pamela Knapp
German national, Pamela Knapp is also a member of the Supervisory Board and Chairwoman of the Audit Committee of Signify N.V. (the Netherlands) and member of the Supervisory Board and Chairwoman of the Audit Committee of Lanxess AG (Germany).
Agnès Lemarchand
Agnès Lemarchand is also a Director and member of the Nomination and Remuneration Committee of Solvay SA (Belgium) and a Director and member of the Audit Committee of BioMérieux.
Dominique Leroy
Belgian national, Dominique Leroy is a member of the Management Board of Deutsche Telekom AG and CEO for Europe.
Dominique Leroy is also a member of the Board of Directors of T-Mobile USA (United-States) and OTE (Greece).
Gilles Schnepp
Gilles Schnepp is Chairman of the Board of Directors and a member of the Strategy & Transformation Committee of Danone.
He is also a Director, the Chairman of the Nomination, Governance and CSR Committee and a member of the Strategic Thinking Committee of Sanofi.
Jean-Dominique Senard
Jean-Dominique Senard is Chairman of the Board of Directors of Renault.
He is also a Director of Nissan Motor Co., Ltd. (Japan).
Philippe Thibaudet
Philippe Thibaudet was Secretary of the CHSCT, Vice-Secretary of the Works Council and Union Delegate for the CGT.
In addition, he was titular member and Vice-Secretary of the Central Enterprise Committee, Central Union Delegate of SG Isover, and titular member of the Group Committee.
He has also held coordination and animation missions for the Glass Division at the Glass Federation. Lastly, he is also alternate representative of the Central Enterprise Committee at the ISOVER Board of Directors.
Board secretary:
- Antoine VIGNIAL, Corporate Secretary of Compagnie de Saint-Gobain.
The following information was last updated on June 3rd, 2022.
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
Members
- 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.
Find out more in the Universal Registration Document
NOMINATION AND REMUNERATION COMMITTEE
Members
- 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.
As of June 3, 2022, 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.
Find out more in the Universal Registration Document
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Members
- Agnès LEMARCHAND, Chairwoman
- Lina GHOTMEH
- 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.
Find out more in the Universal Registration Document
Bylaws
DECISIONS OF THE BOARD
- 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 2nd, 2022.