5 Corporate governance Composition and operation of the governing bodies www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 170 The Lead independent Director oversees in particular the efficient running of the Company’s governance bodies. In particular, he is responsible for preventing the occurrence of conflicts of interest, leading the assessment of the organization and functioning of the Board of Directors, at the request of the Chairman of the Board of Directors, being a point of contact for shareholders of the Company on governance issues and, where applicable, meeting with them and, in conjunction with the Chairman of the Board of Directors, ensuring that the Directors receive the relevant information to exercice their duties. A description of his powers and the resources available to him, including the possibility of asking the Chairman of the Board of Directors to convene the Board meeting on a given agenda, including for executive sessions, can be found in Chapter 9, Section 1.1.2. The Lead independent Director reports to the Board of Directors on the completion of his mission on an annual basis. Activities during fiscal year 2021 In 2021, the Lead Director attended all meetings of the Board of Directors and three of the four meetings of the Corporate Social Responsibility Committee of which he is a member. At the meeting of the Board of Directors on February 24, 2022, Jean-Dominique Senard presented a review of his activity as Lead independent Director for fiscal year 2021. His work consisted of: working with the Chairwoman of the Nomination and ■ Remuneration Committee to examine the independent status of the Directors in light of the criteria set out in the AFEP-MEDEF Code (including through the review of conflict of interests questionnaires and the analysis of business relationships); chairing, or co-chairing with the Chairwoman of the ■ Nomination and Remuneration Committee, depending on the topics discussed, during Board meetings held without the presence of Executive corporate officers (executive sessions); (see Section 1.2.2 below); discussing with the Chairwoman of the Nomination and ■ Remuneration Committee and the Chairman and Chief executive officer of succession plans for him and then the Chief executive officer as of July 1, 2021; be in contact with the members of the Board on this matter; then, jointly with the Chairwoman of the Nomination and Remuneration Committee, reporting to the Board and chairing an executive session dedicated to the governance of the Group; conducting the assessment of the organization and ■ operation of the Board and its committees, which took place as follows: the Lead independent Director reviewed the draft ■ questionnaire to be submitted to the Directors prepared by the General Secretary as well as the answers provided, all Directors having had the opportunity to discuss them with the Lead independent Director, the Lead independent Director spoke with the ■ Chairman of the Board of Directors and the Chairwoman of the Nomination and Remuneration Committee, and was available to the Directors who wanted to discuss the individual contributions of the Directors to the work of the Board in terms of their skills and their respective participation in deliberations; the Lead independant Director presented the results ■ of this self-assessment to the Directors, meeting, in view of the General Shareholders’ Meeting ■ of June 3, 2021, at the request of the Chairman of the Board of Directors, and, at the end of 2021, in view of the General Shareholders’ Meeting in 2022, at the request and with the participation of the Chairman of the Board Directors, several shareholders groups to discuss the governance of Saint-Gobain; reviewing the draft agendas for the meetings of the ■ Board of Directors and the Committees in fiscal year 2022; reviewing the Section of this Chapter on the ■ “Composition and operation of the governing bodies”. The Lead independent Director presented a summary of his fourth year in that office to shareholders at the General Shareholders’ Meeting held on June 3, 2021. Operating rules of the Board 1.2.2 of Directors – internal rules In line with the recommendations of the AFEP-MEDEF Corporate Governance Code for French listed companies, the Board of Directors adopted a set of internal rules in 2003, as a supplement to the applicable laws and regulations and the Company’s bylaws, aimed at defining the conditions for the operation of the Board and its committees (Nomination and Remuneration Committee, Audit and Risk Committee and Corporate Social Responsibility Committee), as well as the Lead independent Director’s responsibilities and powers. The version of the Board’s internal rules in force at February 1, 2022, which incorporates successive revisions of the AFEP-MEDEF Code and the PACTE Law, is reproduced in its entirety in Chapter 9, Section 1.1.2, with the exception of the provisions regarding the Board Committees which are reproduced below.
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