5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 167 Ranque, i.e. until the end of the General Shareholders’ Meeting called to approve the financial statements of the 2022 fiscal year. Saint-Gobain re-appointed them as Directors representing the employees in accordance with the Company’s bylaws. The terms of office of these Directors will take effect at the end of the General Shareholders’ Meeting of June 2, Lastly, as the terms of office of Directors representing the 2022. employees of Mrs. Lydie Cortes and Mr. Philippe Thibaudet expire at the end of the General Shareholders’ Meeting of June 2, 2022, the Group Works Council of Compagnie de Summary of changes in the composition of the Board of Directors The following table shows the changes in the composition of the Board of Directors in the 2021 fiscal year: General Shareholders’ Meeting of June 3, 2021 Cessation of duties Philippe Varin (June 2013) (1) Renewal Pamela Knapp (June 2013) (1) Agnès Lemarchand (June 2013) (1) Gilles Schnepp (June 2009) (2) Sibylle Daunis-Opfermann (June 2020) (3) Proposed nomination/ratification Benoit Bazin (4) Independent Director. (1) Mr. Gilles Schnepp is no longer considered, in accordance with the AFEP-MEDEF Code, as an independent Director since he has been a Director of the (2) Company for more than 12 years. Director representing employee shareholders. (3) Chief executive officer since July 1, 2021. (4) The following table shows the changes in the composition of the Board with regard to independence, representation of women, and representation of foreign members during the 2021 fiscal year, and on February 1, 2022: As from the General Shareholders’ Meeting of June 4, 2020 As from the General Shareholders’ Meeting of June 3, 2021 As of February 1, 2022 Percentage of independent Directors (1) 82% 64% 73% Percentage of women (2) 45% 45% 55% Percentage of foreign nationals (3) 27% 27% 36% In accordance with the rules set by the AFEP-MEDEF Code. (1) Excluding Employee Directors and Directors representing employee shareholders. (2) Excluding Employee Directors appointed under specific mandatory legal provisions. (3) Summary of changes in the composition of the Committees of the Board of Directors The tables below show the changes in the composition of the three Committees of the Board of Directors during fiscal year 2021. Audit and Risk Committee Since the General Shareholders’ Meeting of June 3, 2021 Chairperson Pamela Knapp (1) Members Iêda Gomes Yell (1) Agnès Lemarchand (1) Gilles Schnepp Independent Director. (1)
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