Saint-Gobain // Universal Registration Document 2021

5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 165 including a foreigner, or someone with operational experience in a region with the highest growth for the Group (in particular in North America or Asia); implementation of the Group’s strategy as a global leader in sustainable construction. The co-option of Mrs. Lina Ghotmeh by the Board of Directors on November 25, 2021, on the recommendation of the Nomination and Remuneration Committee, satisfies the first objective above. Mrs. Lina Ghotmeh’s commitment to innovation for sustainable architecture and her work on materials and circular economy will be a valuable contribution to the Board of Directors and the The Directors also considered it desirable to expand the Board of Directors by one additional member in order to allow the appointment of candidates meeting the targeted profiles and to prepare for the future in view of the renewals that must take place in the coming years. The chart below summarizes the skills of the members of the Board of Directors as of February 1, 2022: Innovation - Digital 36% International 79% Governance 50% Group’s Businesses 64% CSR 86% Other industrial trades/Distribution 71% Strategy 71% Management 79% Climate 57% Finance 64% Lastly, the Board intends to maintain balanced numbers of men and women (see the paragraph on "Gender parity" below). Gender parity As of February 1, 2022, the Board includes six women out of eleven members (55%), i.e. more than 40% women, in accordance with the provisions of Articles L.225-17 et seq. of the French Commercial Code concerning the balanced representation of men and women on boards of Directors. In accordance with the law, Mrs. Sibylle Daunis-Opfermann, who represents employee shareholders, and employee representatives Mrs. Lydie Cortes and Mr. Philippe Thibaudet are not counted when calculating this proportion. Representation of employee shareholders and employees the law only required the appointment of one Employee Director. This initiative, in anticipation of the PACTE Law published in May 2019, is fully in line with Saint-Gobain’s culture of social dialogue. Mrs. Lydie Cortes and Mr. Philippe Thibaudet were appointed as Employee Directors by the Company’s Works Council (Comité de Groupe) in accordance with the Company’s bylaws. These were amended by the General Shareholders’ Meeting of June 7, 2018 to provide for the appointment of two Employee Directors regardless of the size of the Board of Directors, even though, given its size, Mrs. Sibylle Daunis-Opfermann, Director representing employee shareholders, was also appointed in accordance with the law. The Employee Directors and the Director representing employee shareholders are members of the Board of Directors in the same way as the other Directors and have voting rights. Subject to the laws applying specifically to them, these Directors are subject to all legal and statutory provisions, have the same rights and are subject to the same duties, as fixed, in particular, by the Board’s internal rules, as those applicable to the other Directors. By law, one member of the Economic and Social Committee (Mr. Vincent Cotrel, elected by the members of the Economic and Social Committee and representing employees) holds a seat on the Board of Directors in a consultative capacity. The Company bylaws and the Board’s internal rules provide that each Director must hold a minimum of 800 registered shares, with the law exempting employee Directors, whether shareholders or not, from this type of obligation.