5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 175 At the recommendation of the Nomination and Remuneration Committee, the Board of Directors thus considers, on a case-by-case basis, the opportunity to propose to Directors their participation in one of the three Committees, depending upon the most appropriate schedule. Further, in its examination of the composition of the Committees and appointment of new Directors to these Committees, the Board ensures compliance with the recommendations of the AFEP-MEDEF Code with regard to the proportion of independent Directors on these Committees. Audit and Risk Committee Composition Chairperson Pamela Knapp Members Iêda Gomes Yell Agnès Lemarchand Gilles Schnepp ATTENDANCE RATE 94% INDEPENDENT DIRECTORS 75% At February 1, 2022, three of the four members of the Audit and Risk Committee are independent Directors (75%), including its Chairperson, Mrs. Pamela Knapp, in this position since the General Shareholders’ Meeting of June 3, 2021 as a replacement for Mr. Philippe Varin. On that date, Mrs. Iêda Gomes Yell, an independent Director, also joined the Committee. No Executive corporate officers sit on the Committee. By virtue of their current or past positions as finance Directors and/or Chief executive officers, each Committee member has considerable experience and high-level expertise in financial and accounting matters (see biographies in Chapter 5, Section 1.1.1). It should be noted that each newly appointed member consults with the Group’s Chief Financial Officer on specific accounting, financial and operational aspects of the Saint-Gobain Group. Responsibilities (extracts from the Board’s internal rules) In accordance with the internal rules of the Board of Directors effective on February 1, 2022, the Audit and Risk Committee has the following responsibilities: without encroaching on the role of the Board of ■ Directors, the Audit and Risk Committee is primarily responsible for overseeing the following matters: the process of preparing financial and non-financial ■ accounting information, the efficiency of the internal control and risk ■ management systems, work performed by the Statutory Auditors on the ■ financial statements of the Company and the Group, Statutory Auditors independence; ■ it ensures that any questions relating to the preparation ■ and control of financial and non-financial accounting information are followed up on, that the accounting policies used to prepare the financial statements are both appropriate and applied consistently from one period to the next, and that the internal procedures used to collect and control accounting and financial information provide the necessary assurance in this regard; it reviews the annual and consolidated financial ■ statements, and the interim consolidated financial statements, as presented by General Management, prior to their examination by the Board of Directors; it reviews the scope of consolidation and, if applicable, ■ the reasons why any companies have been excluded; it reviews significant risks, including those of a social ■ and environmental nature, and off-balance sheet commitments, based on an explanatory report prepared by the Chief Financial Officer; it receives updates from general management on ■ organization and operation of the risk management system; it reviews the Group’s internal control action plan and ■ receives updates at least once a year on the plan’s results; it makes recommendations concerning the organization ■ of the internal audit function and receives a copy of the internal audit program as well as executive summaries of the internal audit reports; it reviews the external Statutory Auditors’ work plan ■ and conclusions of their checks. It receives a post-audit report prepared by the Statutory Auditors concerning their main observations and the accounting options selected for preparation of the financial statements; it conducts the Statutory Auditor selection process, ■ expresses an opinion on the amount of proposed statutory audit fees requested for performing tasks connected with a statutory audit, submits the results of the selection process to the Board and puts forward candidate Statutory Auditors for appointment by the General Shareholders’ Meeting; it approves, with regard to rules in force and in ■ accordance with the procedures implemented within the Group, under the responsibility of the Board of Directors, the services other than the certification of the accounts they can be assigned to the Statutory Auditors and members of their network to be provided to Compagnie de Saint-Gobain and other Group entities; each year it reviews the Statutory Auditors statement ■ of independence, the amount and breakdown of the fees paid to them and to the members of their network by the Group over the past year, by category of service, as well as the percentage of these fees in their turnover, and reports to the Board its opinion concerning the Statutory Auditors’ independence.
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