Saint-Gobain // Universal Registration Document 2021

5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 179 The Directors are of the opinion that the Board operates well, that it is independent, competent with a high proportion of Directors with general management experience, is balanced and diverse in its composition, and addresses all topics within its remit. They highlighted the real implication of the Board in the discussion and approval of the strategy which was materialized by the active role into the strategic repositioning appreciated by all the Directors. They are satisfied with the relevance, quality, transparency and clarity of the information made available to them for the performance of their duties, with regard in particular to the implementation of the Saint-Gobain Group’s Transform & Grow program, the performance of the share price and the monitoring of the financial performance. The Directors also praised the seminar devoted to climate change and would like them to continue. They report on the richness of the dialogue and the freedom of exchanges within the Board and with the Group’s management, in particular Mr. Benoit Bazin, on the open mode of operation of the Board, as well as the availability of managers. Despite the recent appointment of the Chief executive officer and the changes in the management team, the Directors are unanimous in emphasizing the excellent way in which the Chief executive officer has taken ownership of increasing responsibility, and the quality of his contribution to the discussions on the Board of Directors. Likewise, the Directors are unanimous in highlighting the very good transition ensured by Mr. Pierre-André de Chalendar in the role of Chairman of the Board of Directors, noting that he was able to take the necessary distance to enable the Chief executive officer to take control of operations, and to focus his attention, as Chairman of the Board of Directors, on the functioning of the Board of Directors. All Directors also rated the interaction between the Chief executive officer and the Chairman of the Board of Directors as very good. They also emphasized the effective contribution of the Employee Directors and the effective operation and quality of the work of the Board Committees. Composition of the Board of Directors The Board’s size has been progressively reduced, from 18 members in December 2014 due to the incorporation of two Employee Directors whose appointment was required by law, to 17 members after the 2015 General Shareholders’ Meeting, 16 members after the 2016 General Shareholders’ Meeting, then 14 members since the 2017 General Shareholders’ Meeting (see Chapter 5, Section 1.1.4). As part of the assessment of the Board carried out in 2021, the Directors discussed the possibility of expanding the Board of Directors to an additional member in order to allow the appointment of candidates meeting the targeted profiles (see below) and to prepare for the future in view of the renewals that must take place in the coming years. finance, governance and/or Corporate Social Responsibility (see biographies in Chapter 5, Section 1.1.1). During this self-assessment, the Board of Directors also considered that its composition satisfactorily reflected the necessary diversity in terms of age, gender and experience. The skills and experience of the Directors were deemed varied and complementary, both in terms of knowledge of the industry or the Group’s Businesses and in terms of innovation/digital, management, strategy, Directors were of the opinion that it would be desirable, for future recruitment, to continue to reduce the age of the Board of Directors, when Directors who are about to reach the statutory age limit are replaced, giving preference to the following: a Director with a background in the construction, public ■ works or housing value chain or with expertise in social and environmental responsibility or innovation, or an Executive corporate officers who hold office or who ■ has such experience within other major groups, including a foreigner, or someone with operational experience in a region of higher growth for the Group (in particular in North America or Asia). The responsabilities of the Lead independant Director are unanimously deemed appropriate, notably in his role of supporting the Board of Directors in monitoring governance. The Directors believe that his work complements the work of the Nomination and Remuneration Committee’s very well. The personality of the Lead independent Director and his discreet and efficient mode of operation are appreciated and the quality of his work has been noted, as well as his role with investors. Results of implementing the 2021 recommendations and paths for 2022 Directors believe that the recommendations formulated upon completion of the 2020 assessment were duly taken into account in 2021. They concerned in particular the increase in the proportion of foreigners or profiles with operational experience in a high-growth region for the Saint-Gobain Group, to which the appointment of Mr. Benoit Bazin responds because, in addition to studies in the United States he spent several years in operational functions, implementing governance within the agreed timeframe, continuing development in the following areas: the climate issue and its strategic impact, value creation, stock market performance (including environmental, social and governance impact), innovation and growth levers – and the regular monitoring of the impacts of the Covid-19 pandemic on the Group and its strategy and regular monitoring of the implementation of the Transform & Grow plan, and of potential or ongoing acquisitions and disposals. In order to sustain progress, the Board adopted the following conclusions on the proposal of the Lead independent Director, resulting from the assessment: for of future recruitment, to continue the rejuvenation ■ of the Board of Directors when Directors set to reach the statutory age limit are replaced, in order to support the next ten to fifteen years, by recruiting: a Director with a background in the value chain of ■ construction (including sustainable construction) or infrastructure or technology or digital experience or expertise in Corporate Social Responsibility or innovation, or a CEO in office or with such experience in other ■ major groups, including a foreigner, ideally with operational experience in a region with of higher growth for the Group (in particular in North America or Asia);