5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 177 it recommends candidates to the Board in the event ■ that the position of Chairman and Chief executive officer falls vacant for any reason; it reviews any proposals by Chief executive officer for ■ the appointment of one or more Chief operating officers, and reports its conclusions to the Board; it makes recommendations to the Board concerning the ■ amount and terms and conditions of the compensation of the Chairman of the Board of Directors and concerning the determination of the other aspects of their positions; it makes recommendations to the Board of Directors ■ concerning the amount and terms and conditions of the compensation of Executive corporate officers, in particular the criteria for the variable portion of the Chief executive officer, and, where applicable, of the Chief operating officers, and concerning the determination of the other aspects of their positions; it discusses the Group’s overall stock option and ■ performance share policy and whether options should be exercisable for new or existing shares, and reviews General Management’s proposals concerning stock option and performance share plans for the Saint-Gobain Group employees; it reviews the Chief executive officer’s ■ recommendations concerning his implementation of long-term compensation plans; it makes recommendations concerning the granting of ■ stock options, performance shares and long-term compensation to the Chief executive officer and other members of the Saint-Gobain Group General Management. Activities in 2021 The Nomination and Remuneration Committee met four times in 2021, in February, April, September and November. The attendance rate of its members at all these meetings was 100%. The following were the major topics of discussion: the Committee made recommendations to the Board ■ on the variable portion of Mr. Pierre-André de Chalendar’s and Mr. Benoit Bazin’s 2020 compensation; it also made proposals to the Board regarding the ■ Compensation policy for the Chairman and Chief executive officer and the Chief operating officer for the period from January 1, 2021 to June 30, 2021, and for the Chairman of the Board of Directors and the Chief executive officer for the period from July 1, 2021 to December 31, 2021, pursuant to the say on pay ex ante regime (in particular, the amount of the fixed compensation and the cap, the criteria and the targets to use to determine the variable portion for 2021 and the rules on caps to be applied with respect to the allocation of long-term compensation instruments in 2021); Board its proposals for allocations to the Chief executive officer; the Committee decided to propose that the Board of ■ Directors grant only performance shares in 2021, as in 2020, and notably set the service and performance criteria applicable to those plans and stated to the the Committee debated of the succession process of ■ the Chairman and Chief executive officer in view of formulating its recommendation to the Board of Directors, after having discussed with this latter and the Lead independent Director; in the context of these activities, the Committee was assisted by a recruitment firm (see Chapter 5, Section 1.2.1); the Committee recommended to the Board of Directors ■ the co-option of Mrs. Lina Ghotmeh as an independent Director to replace Mr. Denis Ranque, who resigned; the Committee examined the Directors’ independence ■ status with regard to all independence criteria set forth in the AFEP-MEDEF Code, together with the Lead independent Director with regard to conflicts of interest and business relationships (see Chapter 5, Section 1.1.2); it made proposals regarding the training program of ■ the Employee Directors and the Director representing employee shareholders; finally, it reviewed the “Corporate Governance” ■ Section of the 2020 Universal Registration Document. The Committee reported to the Board on its activities and offered its recommendations during the Board meetings of February 25, September 10, November 25, 2021 and February 24, 2022 Corporate Social Responsibility Committee Composition Chairperson Agnès Lemarchand Members Anne-Marie Idrac Jean-Dominique Senard Philippe Thibaudet 88% ATTENDANCE RATE Responsibilities (extracts from the Board’s internal rules) According to the Board of Directors’ internal rules effective on February 1, 2022, it has the following responsibilities: The Corporate Social Responsibility Committee is ■ responsible for reviewing the Corporate Social Responsibility roadmap, its potential for improvement and the related topics proposed by its members; It ensures that Corporate Social Responsibility topics ■ are taken into account when defining and implementing the Group’s strategy.
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