5 Corporate governance Composition and operation of the governing bodies www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 180 expand the Board of Directors by one additional ■ member in order to allow the appointment of candidates meeting the targeted profiles and to prepare for the future in view of the renewals that must take place in the coming years. continue to focus on the following topics: the climate ■ change and its strategic impact, value creation, stock market performance, innovation, growth levers; regularly monitor the impacts of the Covid-19 pandemic ■ on the Group and its strategy; regularly monitor the implementation of the Grow & ■ Impact plan; continue the practice of executive sessions; ■ continue to organize training sessions on topics of ■ interest to Saint-Gobain’s activities; organize meetings on the Group’s efforts to innovate ■ and develop new products and the results obtained. Director integration pathway 1.2.5 The Board of Directors meets once a year at one of the Group’s plants or research centers. Given the pandemic and travel restrictions in effect in May 2021, a virtual visit to the Silver Grove plasterboard site in the United States was organized for the Board of Directors. Each new Director may ask for training on the topic of his or her choice and visit the Group’s plants, distribution facilities or research centers. In this context, new Directors may also visit various industrial or Building Distribution sites, and any Director may, at his or her request, meet with members of the Executive Committee (see Chapter 1, Section 4.2). Furthermore, Employee Directors benefit from the law on supplementary training, the content of which is set every year by the Board of Directors, after consultation of such Employee Directors. The Group’s Senior Management 1.3 Separation of functions since 1.3.1 July 1, 2021: Chairman of the Board of Directors and Chief executive officer Since July 1, 2021, the Chief executive officer has been responsible for the General Management of Company de Saint-Gobain. The operational organization of the Saint-Gobain Group’s Management is provided by an Executive Committee chaired by the Chief executive officer (see Chapter 1, Section 5.2). Chief executive officer Since the separation of the functions of Chief executive officer of Compagnie de Saint-Gobain from the Chairman of the Board of Directors on July 1, 2021, the position of Chief executive officer has been assumed by Mr. Benoit Bazin (see Section 1.2.1 of this Chapter 5). Mr. Benoit Bazin has also been a Director of the Company since June 3, 2021. The Chief executive officer is vested with the broadest authority to act under all circumstances on behalf of Compagnie de Saint-Gobain within the scope of its corporate purpose and subject to the limits set by law, the bylaws and/or internal rules of the Board of Directors (see this Chapter 5, Section 1.2.2 and Chapter 9, Section 1.1). On the balance of powers within the Board of Directors to ensure proper compliance with the rules of governance, see Chapter 5, Section 1.2.1. United States – in a general management role in the High-Performance Materials Sector, before taking the Chief Financial Officer role of Compagnie de Saint-Gobain in 2005. From 2009 to the end of 2015, Mr. Benoit Bazin heads the Building Distribution Sector. In 2010, he was appointed Senior Vice President of Compagnie de Saint-Gobain. From 2016 to the end of 2018, Mr. Benoit Bazin headed the Construction Products Sector. In 2017, he also served as Chairman and CEO of CertainTeed Corporation in the United States, then as Chief Operating Officer of Compagnie de Saint-Gobain from January 1, 2019 to June 30, 2021. After studying in France and in the United States, and spending four years at the Interministerial Committee on Industrial Restructuring (ICIR) and the Treasury Department within the French Ministry of Finance, Mr. Benoit Bazin joined Saint-Gobain in 1999. He held various positions in France and, starting in 2002, in the In addition, Mr. Benoit Bazin has been a Director of Vinci since June 18, 2020 and is, as such, member of the Remuneration Committee and the Appointments and Corporate Governance Committee. He was also a Director and member of the Audit and Risk Committee of Essilor between 2009 and 2017, and Chairman of the Audit and Risk Committee from May 2016 to March 2017. Executive Committee 1.3.2 As part of the transformation of the Saint-Gobain Group announced on November 26, 2018, the General Management Committee was replaced as of January 1, 2019 by an Executive Committee. This Committee, whose composition reflects the new organizational structure of the Saint-Gobain Group, comprises 16 members as of January 1, 2022 (see Chapter 1, Section 5.2). In addition to the Chief executive officer, the main operational and functional managers of the Saint-Gobain Group are members (see Chapter 1, Section 5.2). The mission of the Executive Committee is to review operational management, coordinate project management and implement Saint-Gobain Group strategy. It meets every month.
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