5 Corporate governance Composition and operation of the governing bodies www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 166 Conflicts of interest and 1.1.3 statements regarding members of the Board of Directors To the best knowledge of Compagnie de Saint-Gobain, as of February 1, 2022, there are no family relationships between the Company’s Directors and, within the past five years, no Director has been found guilty of fraud, been associated with a bankruptcy, sequestration, liquidation or placed into court ordered administration, has been accused or received an official public sanction issued by a statutory or regulatory authority and/or been disqualified by a court from holding the office of a member of an administrative, management or supervisory body of an issuer of securities, or from taking part in managing or conducting an issuer’s business. To the best of Compagnie de Saint-Gobain’s knowledge, there are no conflicts of interest between Compagnie de Saint-Gobain and the personal and professional activities of the members of its Board of Directors, and there are no service contracts between any members of the Board and either Compagnie de Saint-Gobain or any of its subsidiaries that provide for the conferral of benefits at the term of such contracts. The Lead independent Director reviewed for this purpose the responses provided by each Director to the questionnaire sent to them. to refrain from participating in the discussions and deliberations on the subject in question (see Chapter 9, Section 1.1.2). The Board’s internal rules address conflicts of interest in the event such a situation arises: the concerned Director has the duty to inform the Chairman of the Board of Directors and the Lead independent Director thereof, and Moreover, in accordance with Article L.22-10-12 of the French Commercial Code, the Board has adopted a procedure for regularly assessing whether agreements relating to current operations and entered into under normal conditions meet these conditions. This procedure specifies in particular: the scope of the agreements at issue as well as a ■ typology of the agreements that may be considered current for Compagnie de Saint-Gobain (excluding agreements that may be entered into with Directors); and the determination of the persons in charge, within the ■ General Secretariat, the Treasury and Financing Department, the Finance Department and the Corporate Legal Department, of the classification of such agreements depending on the nature of the agreements in question. In 2021, no agreement was entered into between Compagnie de Saint-Gobain and any of its Directors, and no agreement meeting the criteria for classification as related party agreement was entered into between Compagnie de Saint-Gobain on the one hand, and (i) BNP Paribas or Veolia Environnement, of which Mr. Pierre-André de Chalendar is a Director, or (ii) Vinci, of which Mr. Benoit Bazin is a Director, on the other hand (see Chapter 5, Section 5). Re-election of the Board of Directors and changes in its composition 1.1.4 The members of the Board of Directors may be re-elected in a staggered and balanced fashion as follows: Date of expiration of the term of office Director and date of first election Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2021 Pierre-André de Chalendar (June 2006) Lydie Cortes (May 2018) (1) Anne-Marie Idrac (June 2011) (2) Philippe Thibaudet (May 2018) (1) Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2022 Dominique Leroy (November 2017) Lina Ghotmeh (November 2021) Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2023 Jean-François Cirelli (June 2020) Iêda Gomes Yell (June 2016) Jean-Dominique Senard (June 2012) Upon completion of the General Shareholders’ Meeting approving the financial statements for the fiscal year ended December 31, 2024 Benoit Bazin (June 2021) Sibylle Daunis-Opfermann (March 2020) Pamela Knapp (June 2013) Agnès Lemarchand (June 2013) Gilles Schnepp (June 2009) Mrs. Lydie Cortes and Mr. Philippe Thibaudet were re-appointed as Employee Directors by the Company’s Works Council (Comité de Groupe) in (1) accordance with the Company’s bylaws. Their new term of office will take effect at the end of the General Shareholders’ Meeting of June 2, 2022. As Mrs. Anne-Marie Idrac reaches the age limit of 70 during the 2021 fiscal year, her term of office will end at the end of the General Shareholders’ (2) Meeting called to approve the financial statements for the 2021 fiscal year in accordance with the Article 9 paragraph 8 of the Company’s bylaws. The resolutions concerning the terms of office of Directors to be presented to the General Shareholders’ Meeting of June 2, 2022 will be examined by the Board of Directors at its scheduled meeting in March 2022. Lina Ghotmeh as independent Director. During all the years of his term, Mr. Denis Ranque’s experience and judgment have contributed greatly to the Board’s discussions and decisions. In addition, in order to replace Mr. Denis Ranque, who resigned, the Board of Directors, at its meeting of November 25, 2021, on the recommendation of the Nomination and Remuneration Committee, co-opted Mrs. This co-option will be submitted for ratification by the General Shareholders’ Meeting of June 2, 2022. In the event of ratification, Mrs. Lina Ghotmeh’s term of office will be conferred for the remaining term of office of Mr. Denis
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