5 Corporate governance Composition and operation of the governing bodies www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 174 Health and Safety policy (see Chapter 3, Section 4.2); ■ ESG ratings process by rating agencies (in particular ■ the overview of rating agencies, the different evaluation methods, the use of ratings by investors and Saint-Gobain’s positioning) (see Chapter 1, Section 1.4.3); presentation of the results of the me@Saint-Gobain ■ 2021 survey, a tool for assessing and managing the Group’s transformation, with more than 120,000 employees responding to this survey in 76 countries. In addition, in April 2021, the Directors took part in a half-day seminar organized specifically for them by the Group devoted to biodiversity. On this occasion, external experts, recognized internationally and in complementary fields of expertise, gave presentations to the Directors and discussed the following with them: the international approach to biodiversity and changes ■ in governance and public policies; how to measure and value biodiversity; and ■ the role of companies. ■ The purpose of this seminar was to give each Director a better understanding of the challenges related to biodiversity for the Saint-Gobain Group and the consequences for its strategy. Governance In accordance with the AFEP-MEDEF Code and under the supervision of the Lead independent Director, the Board formally conducted the annual assessment of its operations and discussed the results of this assessment (see Chapter 5, Section 1.2.4). During two executive sessions in 2020, it discussed, at the proposal of the Lead independent Director, the succession plan for the Chairman and Chief executive officer and during one executive session in 2021, the governance of the Group (see Chapter 5, Section 1.2.2). It reviewed the situation of Director independence. At the proposal of the Nomination and Remuneration Committee, it also discussed changes in its size and composition due to the expiration of the terms of office of certain Directors. It formulated its proposals and co-opted, on the recommendation of the Nomination and Remuneration Committee, Mrs. Lina Ghotmeh as an independent Director to replace Mr. Denis Ranque, who resigned (see Chapter 5, Section 1.1.4). Lastly, it ruled on the training program for the Employee Directors. Compensation of the corporate officers and long-term incentives for Executive corporate officers and employees officer and the Chief operating officer for the period from January 1, 2021 to June 30, 2021 and those of the Chairman of the Board of Directors and the Chief executive officer for the period from July 1, 2021 to December 31, 2021) and, at its meeting of February 24, 2022, the Compensation policy for the Chairman of the Board of Directors and the Chief executive officer for 2022 (see this Chapter 5, Sections 2.2.1 and 2.2.2). The Board approved the general principles of the Compensation policy for Executive corporate officers for 2021 (namely those of the Chairman and Chief executive In particular, it reviewed and approved the various components of the compensation of Messrs. Pierre-André de Chalendar and Benoit Bazin (fixed portion, variable portion and long-term compensation instruments) and the respective balance of those various components. The Board also decided to implement and approve the main characteristics of the 2021 performance share plan and set the performance criteria of that plan that may benefit Executive corporate officers and certain categories of employees (see this Chapter 5, Section 2.4). As part of the ongoing development of employee shareholders, the Board resolved to again offer its employees and former employees the opportunity to subscribe to, under certain conditions, a share capital increase reserved for them in 2022, up to a maximum of 6.5 million shares, i.e. slightly more than 1% of the share capital at most (see Chapter 7, Section 1.6). Principal activities of the Committees 1.2.3.2 during fiscal year 2021 Board Committees The Board has three Committees designed to improve its functioning and contribute effectively to the preparation of its deliberations: the Audit and Risk Committee, the Nomination and Remuneration Committee and the Corporate Social Responsibility Committee. These Committees do not have their own decision-making authority (barring specific provision otherwise provided for by the internal rules of the Board of Directors as regards the Audit and Risk Committee’s approval of services other than the certification of accounts assigned to the Statutory Auditors), and report to the Board regarding their activities, conclusions and proposals. The Board’s internal rules incorporate the rules governing the composition, prerogatives and responsibilities of each Committee, as described below. The activities of these three Committees during fiscal year 2021 were regularly presented to the Board in the form of activity reports and proposals. Composition of Committees The Board’s practice is to allow some time for all new Directors to adapt before proposing them to join a committee, since active participation on a committee requires familiarity with the operation of the Board of Directors and the ability to understand the major challenges with which the Company is faced.
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