5 Corporate governance Composition and operation of the governing bodies www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 176 Activities in 2021 The Audit and Risk Committee met four times in 2021, in February, April, July and September. The attendance rate of its members at all these meetings was 94%. The following were the major topics of discussion: detailed advance review of the annual and consolidated ■ financial statements (February) and the interim consolidated financial statements (July) and discussions with General Management, the Finance Department and the Statutory Auditors. On these occasions, the Committee discussed with the Statutory Auditors the main audit issues raised with the Finance Department during the accounts closing process, particularly the key risk exposures and material off-balance sheet commitments described in the Chief Financial Officer’s explanatory note to the Committee. The main points of the results of the statutory audit, as well as the accounting options applied, were also discussed; review of the Audit and Internal Control Department’s ■ activity report for 2021, its audit plan for 2022 and its report on major fraud incidents; review of work related to the 2021 update of the ■ mapping of major financial and non-financial risks by the Audit and Internal Control Department and discussion with General Management, the Finance Department and the Audit and Internal Control Department; update on the continued deployment of the cyber plan ■ in the context of the follow-up audit conducted by an external service provider regarding the cybersecurity of the Saint-Gobain Group; update on the anti-corruption program under the ■ Sapin II Law; in view of the planned change of one of the Statutory ■ Auditors (see Chapter 9, Section 1.4.1), briefing by the Statutory Auditors whose term of office is in progress and the Finance Department concerning the preparation of the transition; situation resulting from the evolution of litigation, in ■ particular related to asbestos in the United States. The Committee regularly discusses in detail with the Statutory Auditors the financial and accounting consequences of this litigation for the US subsidiaries involved and for the Group, in order to present a report on this issue to the Board; granted authorization for services other than statutory ■ certification assigned to the Statutory Auditors and review of fees received by each Statutory Auditor of the Group’s companies during fiscal year 2021 for their auditing assignments, as well as for their other services (see Chapter 9, Section 1.4). The Committee also conducted, without any other attendance, interview of the Statutory Auditors, and then, individual interview of the Head of Treasury and Financing, the Head of Financial Management and the Chief Financial Officer, in accordance with the recommendations of the AFEP-MEDEF Code for French listed companies. The Committee reported to the Board on its activities and offered its recommendations during the Board meetings of February 25, May 20, July 29 and September 30, 2021. Nomination and Remuneration Committee Composition Chairperson Anne-Marie Idrac Members Jean-François Cirelli Lydie Cortes Dominique Leroy 100% INDEPENDENT DIRECTORS 100% ATTENDANCE RATE On February 1, 2022, three out of four members of the Nomination and Remuneration Committee were independent Directors, plus one Employee Director in accordance with the recommendations of the AFEP-MEDEF Code (see this Chapter 5, Section 1.1.4). The Employee Director is not included in the computation of the ratio of independent Directors, in accordance with the recommendations of the AFEP-MEDEF Code and the Committee is therefore composed entirely of independant Directors. Mr. Jean-François Cirelli joined the Committee after the General Shareholders’ Meeting of June 3, 2021, replacing Mrs. Iêda Gomes Yell who joined the Audit and Risk Committee on that date. Mr. Denis Ranque left the Committee following his resignation as Director on November 25, 2021. No Executive corporate officers sit on this Committee. Responsibilities (extracts from the Board’s internal rules) The Committee fulfills the duties of both a Nominations Committee and a Compensation Committee, provided for in the AFEP-MEDEF Code. According to the Board of Directors’ internal rules in force at February 1, 2022, it has the following responsibilities: the Nomination and Remuneration Committee is ■ responsible for making proposals to the Board of Directors in all cases where one or more seats on the Board fall vacant or the terms of one or more Directors are due to expire. The Committee organizes the procedure to select candidates for election as independent Directors, based on the criteria set out in the AFEP-MEDEF Code; it reviews annually each Director’s situation in relation ■ to the independence criteria set out in the AFEP-MEDEF Code, and reports its conclusions to the Board; through its Chairwoman, it obtains assurance from the ■ Chief executive officer that a candidate has been identified for succession to his/her position in the event that it falls vacant for an unforeseen reason, and that enough potential successors are available to step in when they might be needed;
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