5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 171 Deliberations of the Board of Directors The internal rules provide for Board activities to include the following: examination and approval of the Saint-Gobain Group ■ annual report and consolidated and corporate financial statements, both annual and interim; examination and approval each year of the ■ Saint-Gobain Group budget; examination and approval of the strategic orientations ■ of the Saint-Gobain Group at least once a year and monitoring of their implementation, taking into account the social and environmental challenges of its business; prior approval of investment transactions, ■ restructurings, disposals, acquisitions, taking or selling of equity interests in individual amounts greater than €150 million, and any significant transaction not falling within the strategy announced by the Saint-Gobain Group. Ability to debate without the presence of the Executive corporate officers The Board’s current internal rules afford Directors the authority to meet without the presence of the Executive corporate officers during or after a session, in order to assess the performance of the Executive corporate officers and to reflect on the future of the Saint-Gobain’s Group General Management. Thus, each year, the Chairman and Chief executive officer, prior to the dissociation of functions, and the Chief executive officer, since the dissociation of functions, leave the sessions of the Board and the Nomination and Remuneration Committee during such discussions (deliberations and votes) on issues involving the assessment of his performance and the setting of his variable compensation (February sessions), as well as during the Board’s assessment, the discussions on the combination of the Chairman of the Board of Directors and CEO roles, on his succession plans and on his long-term compensation scheme (November sessions). In 2020, in June and December, two meetings of the Board of Directors were held exclusively without the presence of Executive corporate officers and in November 2021, one meeting of the Board of Directors was held exclusively without the presence of Executive corporate officers. The Board intends to continue to meet in 2022 without the presence of the Executive corporate officers to discuss governance issues more generally, beyond the issues of Executive corporate officer compensation and the assessment of the Board. This option applies at the start of every meeting of the Board of Directors. Prior and permanent information for Directors At each meeting, the Board is provided with an analysis of the Saint-Gobain Group’s operating income and net debt situation, prepared as of the end of the month preceding the meeting, as well as an update on the Saint-Gobain stock price compared to the CAC 40 index and an industry index. Between meetings, the Directors receive copies of all press releases issued by Compagnie de Saint-Gobain and, as the case may be, any relevant information about events or transactions that are material for the Saint-Gobain Group. They are entitled to request any other documents they consider necessary to make an informed contribution to the Board’s discussions; requests are put to the Chairman of the Board of Directors, who may submit the request to the Board for a decision. The Chairman of the Board of Directors and the Lead Director ensure that the Directors receive the information they need to perform their duties under the best possible conditions. Directors’ duties The internal rules stipulate the duties of Directors, specifically with regard to stock trading ethics (status of occasional insider, closed periods, reporting of trades involving Saint-Gobain securities and the obligation to hold their Saint-Gobain shares in registered form), with regard to confidentiality and the management of potential conflicts of interest. Other provisions in the internal rules Finally, the internal rules provide for the distribution of the annual amount allocated by the General Shareholders’ Meeting as compensation for the work of the Directors and the right of Directors to additional training on the specific activities of the Saint-Gobain Group, its businesses, business lines, and social and environmental responsibility challenges.
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