5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 169 Operation of the Board of Directors 1.2 Governance structure: evolution 1.2.1 in governance and succession of the Chief executive officer since July 1, 2021 Combination of the Chairman of the Board and CEO roles until June 30, 2021 At its meeting of June 3, 2010, the Board of Directors of Compagnie de Saint-Gobain resolved to recombine the roles of Chairman of the Board of Directors and Chief executive officer by appointing Mr. Pierre-André de Chalendar as Chairman and Chief executive officer. The combination of the roles of Chairman of the Board of Directors and Chief executive officer, which were separated in June 2007 to ensure a smooth handover of powers from Mr. Jean-Louis Beffa, was decided following the cessation, by application of the age limit set out in the bylaws, of the role of Chairman of the Board of Mr. Jean-Louis Beffa, who subsequently became honorary Chairman of Compagnie de Saint-Gobain, to Mr. Pierre-André de Chalendar. Having discussed the matter on numerous occasions since the combination of the roles, the Board of Directors had concluded that combining the two roles was in the best interests of the company as it was well suited to Saint-Gobain and to the experience and highly transparent approach of the Chairman and Chief executive officer, and it helped to ensure more responsive and efficient corporate governance and strategy implementation. The assessment of the Board’s work, repeated every year since 2013, showed that almost all the Directors were satisfied with the combination of functions. The Board wanted this to be maintained during this period, including, in 2018, when the term of office of Mr. Pierre-André de Chalendar was renewed. Evolution in Saint-Gobain governance and succession to the Group's General Management on July 1, 2021 In line with best corporate governance practices, the Board of Directors of Compagnie de Saint-Gobain has been working extensively since 2019 under the responsibility of the Lead independent Director and the Nomination and Remuneration Committee, and with the assistance of an independent recruitment firm, on preparing the succession of Mr. Pierre-André de Chalendar, Chairman and Chief executive officer since 2010. As a result of this process, the Board of Directors deemed it essential for Saint-Gobain that there is a seamless transition, by separating the roles of Chairman and Chief executive officer. On the recommandation of Mr. Pierre-André de Chalendar, the Board unanimously decided to appoint Mr. Benoit Bazin as Chief executive officer, effective July 1, 2021. From that date, Mr. Pierre-André de Chalendar continues to serve as Chairman of the Board of Directors. Saint-Gobain to the General Shareholders’ Meeting of June 3, 2021, a proposal that was approved. The Board of Directors also decided to propose the appointment of Mr. Benoit Bazin as Director of This corporate governance formula is recognized as the best practice to enable listed companies to ensure the transition during the necessary period in the context of the succession of the Chairman and Chief executive officer. The Chief executive officer is vested with the broadest authority to act under all circumstances on behalf of the Company de Saint-Gobain within the scope of its corporate purpose and subject to the limits set by law, the bylaws and/or internal rules of the Board of Directors (see Chapter 5, Section 1.2.2 and Chapter 9, Section 1.1). It should also be emphasized that the balance of power on the Board, which guarantees compliance with the rules of governance, is ensured by the role played in particular by: all Board Directors - especially, but not only, ■ independent Directors, who account for 73% of the Board of Directors, three quarters of members of the Audit and Risk Committee and 100% of the members of the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Committee Chairpersons - all of whom are extremely competent and experienced; as well as the Director representing the main shareholder (the ■ Group Savings Plan Funds), and the Employee Directors appointed by the Saint-Gobain ■ Group Works Council in accordance with the Company’s bylaws and in application of the law. To this should be added: the specific role played in respect of governance ■ matters and management of conflicts of interests by the Lead independent Director, a position held by Mr. Jean-Dominique Senard, an independent Director (see below); the ability of the Directors to meet in the absence of ■ the Executive corporate officers during or after a Board meeting (see Chapter 5, Section 1.2.2 and Chapter 9, Section 1.1.2); and the limitation of the powers of the Executive corporate ■ officers regarding all capital expenditures, restructuring, disposals, acquisitions and financial investment and divestment projects in individual amounts greater than €150 million, and any material transaction that fall outside the scope of Saint-Gobain’s stated strategy, which require the prior approval of the Board of Directors (see Chapter 5, Section 1.2.2 and Chapter 9, Section 1.1.2). Lead independent Director The Board of Directors, taking into account the development of the practice within companies in France chaired by a combined Chairman of the Board/CEO and the expectations of certain investors expressed during the Company's dialogue with them, created the role of Lead independent Director, a position held by Mr. Jean-Dominique Senard, Lead independent Director, since June 8, 2017.
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