Saint-Gobain // Universal Registration Document 2021

5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 163 Independence, diversity policy 1.1.2 and representation of employee shareholders and employees on the Board of Directors Independence The Board has carried out the annual review of each Director’s situation with regard to the independence criteria set out in the AFEP-MEDEF Code on corporate governance of listed companies, with which the Company complies, at the proposal of the Nomination and Remuneration Committee. The Board of Directors, at its meeting of February 24, 2022, also scrutinized, as it does every year, with vigilance and with the same attention as the other criteria, the business relationships that may exist between the Saint-Gobain Group and the other companies or groups where each Director holds office. In particular, Mr. Jean-Dominique Senard, Chairman of the Board of Directors of Renault, Mr. Gilles Schnepp, Chairman of the Board of Directors of Danone, Mrs. Dominique Leroy, member of the Board of Directors of Deutsche Telekom AG and Europe Chief executive officer, Mr. Jean-François Cirelli, Chairman of BlackRock France, Belgium and Luxembourg and Chairman of the Board of Directors of Idemia, Mrs. Agnès Lemarchand, Chairman of COMDEV, and Mrs. Lina Ghotmeh, Chairman of Lina Ghotmeh Architecture, who hold executive management positions or chairmanships of administrative or supervisory bodies. The Board’s review, described below, concluded that, with the exception of Mrs. Dominique Leroy and Mr. Jean-Dominique Senard, none of these Directors, nor any company or group within which they hold office as senior executives or exercise Board chairmanship functions (or supervisory board) has any business relationship with Compagnie de Saint-Gobain, its Group or its management. As no business relationships exist between Danone, BlackRock, Idemia, COMDEV or Lina Ghotmeh Architecture groups on the one hand, and Saint-Gobain on the other, the Board conducted a quantitative and qualitative review of the situation of Mrs. Dominique Leroy and Mr. Jean-Dominique Senard and of business relationship between Deutsche Telekom and the Renault Alliance (Renault, Nissan, Mitsubishi), on the one hand, and Saint-Gobain, on the other. threshold of 1% set by the Board. Furthermore, the Board of Directors highlighted that, because of the structure of the Saint-Gobain Group, its size and the diversity of its business activities, the Board’s role was not designed to intervene in the business relationships of the Group’s various business activities, which are managed in a decentralized manner by their respective heads. Mrs. Dominique Leroy and Mr. Jean-Dominique Senard, therefore, in their capacity as Directors of the Saint-Gobain Group, have no direct or indirect decision-making powers within the establishment of or for maintaining these business transactions. If, however, for any extraordinary reason, such an issue should be discussed by the Board, the Board’s internal rules regarding conflict of interest are such that the Director concerned would be required to inform the Chairman of the Board of Directors and the Lead independent Director of his situation, and to abstain from participating in such debates or deliberations on the matter in question (see Chapter 9, Section 1.1.2). The business transactions between each of these groups and Saint-Gobain, all activities combined worldwide, represent regarding Deutsche Telekom less than 0.1% of their respective consolidated revenue and for the Renault Alliance, less than 0.1% and 0.5% of the respective consolidated net sales of Alliance Renault and Saint-Gobain, and fall significantly below the materiality On the basis of the above, the Board considered that Mrs. Dominique Leroy and Mr. Jean-Dominique Senard do not have, directly or indirectly, any significant business relationships with the Group that could affect their freedom of judgment or independence. It should be noted that Mr. Jean-François Cirelli is a Director as an individual and not on the proposal of BlackRock which, at December 31, 2021, held 5.56% of the capital and 5.05% of the voting rights of the Company. Mr. Jean-François Cirelli does not represent BlackRock on the Board of Directors. Chapter 5, Section 1.1.3 deals with conflicts of interest of members of the Board of Directors, and the absence of services contract between Directors and the Company or any company within the Group. The Board of Directors concluded from its review of Directors’ independence against the criteria set down by the AFEP-MEDEF Code that, as of February 1, 2022, eight Directors out of eleven (i.e. 73%) completely satisfied the independence criteria, and were therefore considered to be independent Directors: Mrs. Lina Ghotmeh, Mrs. Iêda Gomes Yell, Mrs. Anne-Marie Idrac, Mrs. Pamela Knapp, Mrs. Agnès Lemarchand, Mrs. Dominique Leroy, Mr. Jean-François Cirelli and Mr. Jean-Dominique Senard. In compliance with the recommendations of the AFEP-MEDEF Code, Mrs. Sibylle Daunis-Opfermann, representing employee shareholders, and Mrs. Lydie Cortes and Mr. Philippe Thibaudet, representing employees, were not included in calculating that proportion. The table below summarizes the results of the independence review of each Director in relation to the criteria set out in the AFEP-MEDEF Code.