5 Corporate governance Composition and operation of the governing bodies www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 164 Director Criteria (1) Criterion 1: Employee or Executive corporate officer during the preceding five years Criterion 2: Crossdirectorships Criterion 3: Significant business relationships Criterion 4: Family relationships Criterion 5: Statutory Auditor Criterion 6: Term of office greater than 12 years Criterion 7: Non-Executive Director Criterion 8: Major shareholder Pierre-André de Chalendar Benoit Bazin Jean-François Cirelli (2) Lydie Cortes Sibylle Daunis-Opfermann Lina Ghotmeh Iêda Gomes Yell Anne-Marie Idrac Pamela Knapp Agnès Lemarchand Dominique Leroy Gilles Schnepp Jean-Dominique Senard Philippe Thibaudet In this table, represents a criterion of independence that has been met and represents a criterion of independence that has not been met. According to the criteria set out in Recommendation 9.5 of the AFEP-MEDEF Code: (i) not be or not have been within the previous five years an (1) employee or Executive corporate officer of Compagnie de Saint-Gobain or employee, Executive corporate officer or Director of a company within the Compagnie de Saint-Gobain scope of consolidation, (ii) not hold a cross-directorship as defined by Recommendation 9.5.2 of the AFEP-MEDEF Code, (iii) not have a significant business relationship with the Saint-Gobain Group, (iv) not be related by close family ties to an Executive corporate officer of Compagnie de Saint-Gobain, (v) not have been Statutory Auditor of Compagnie de Saint-Gobain within the previous five years and (vi) not be a Director of Compagnie de Saint-Gobain for more than twelve years, it being specified that the loss of the status of independent Director occurs on the date when this twelve years is reached, (vii) not receive, for a non-Executive Director, variable compensation in cash or in the form of shares or any compensation linked to the performance of Compagnie de Saint-Gobain or the Saint-Gobain Group, and (viii) not represent a major shareholder of Compagnie de Saint-Gobain. As a reminder, Mr. Jean-François Cirelli is an individual Director and not on the proposal of BlackRock, which held 5.56% of the share capital and (2) 5.05% of the voting rights of the Company at December 31, 2021; Mr. Jean-François Cirelli does not represent BlackRock on the Board of Directors. Diversity policy, complementarity of skills and Director experience As of February 1, 2022, four members of the Board of Directors out of eleven (i.e. 36%) are of foreign nationality (Mrs. Sibylle Daunis-Opfermann, representing the employee shareholders, and Mrs. Lydie Cortes and Mr. Philippe Thibaudet, representing the employees, are not included to establish this percentage). Further, the majority of Directors has, or has had, very strong international exposure, managing groups with a significant proportion of their activities, or exercising significant duties, outside of France (see Chapter 5, Section 1.1.1). were considered varied and complementary, both in terms of their knowledge of the industry or the Group’s business lines and in terms of innovation/digital technology, management, strategy, financial issues, governance and/or Corporate Social Responsibility (see biographies in Chapter 5, Section 1.1.1). In addition, as part of its self-assessment conducted in 2021 (see Chapter 5, Section 1.2.4), the Board of Directors was of the opinion that its composition satisfactorily reflected the necessary diversity in terms of age, gender and experience. The skills and experience of the Directors The Directors believed that it would be desirable, for future recruitment, to continue to reduce the age of the Board of Directors, when Directors who are about to reach the statutory age limit are replaced, and prioritize the following search criteria: a Director from the construction, public works or ■ housing value chain or with expertise in social and environmental responsibility or innovation; an Executive corporate officer who hold office or who ■ has such experience within other major groups,
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