5 Corporate governance Compensation of the management and governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 187 This amount is for a full year and was paid pro rata temporis until June 30, 2021 (i.e. €600,000 from January 1, 2021 to June 30, 2021). Fixed compensation for Mr. Benoit Bazin, Chief operating officer In line with the Compensation policy approved by the General Shareholders’ Meeting of June 3, 2021, the fixed compensation paid to Mr. Benoit Bazin was set at €750,000 for the 2021 fiscal year. After the Board of Directors, on the proposal of Mr. Benoit Bazin, at its meeting of April 23, 2020, reduced the fixed compensation of Mr. Benoit Bazin for 2020, the Board of Directors decided, at its meeting of February 25, 2021, to revert to this amount of €750,000 that the Board had retained for 2019 and initially for 2020. This amount is for a full year and will be paid pro rata temporis until June 30, 2021 (i.e. €375,000 from January 1, 2021 to June 30, 2021). Period from July 1, 2021 to December 31, 2021 Fixed compensation of Mr. Pierre-André de Chalendar, Chairman of the Board of Directors Pursuant to the Compensation policy approved by the General Shareholders’ Meeting of June 3, 2021, the compensation of Mr. Pierre-André de Chalendar was set at €450,000 gross per annum for the entire duration of his term of office as Chairman of the Board of Directors, to the exclusion of any other compensation in respect of his office (1). The Nomination and Remuneration Committee noted, with the assistance of an external firm, that this level is below the median of compensation paid to non-executive Chairmen of CAC 40 companies who previously held the position of Chairman and Chief executive officer (excluding financial companies). This amount is set for a full year and was paid pro rata temporis as from July 1, 2021 (i.e. €225,000 in total from July 1, 2021 to December 31, 2021). Fixed compensation of Benoit Bazin, Chief executive officer In line with the Compensation policy approved by the General Shareholders’ Meeting of June 3, 2021, the fixed compensation paid to Mr. Benoit Bazin was set at €1,000,000 for 2021. The Nomination and Remuneration Committee had noted, with the assistance of an external firm, that this level of compensation was below the median for industrial CAC 40 companies comparable to Saint-Gobain in terms of size: sales, workforce and international scope of operations. This amount is set for a full year and was paid pro rata temporis from July 1, 2021 (i.e. €500,000 from July 1, 2021 to December 31, 2021). Annual variable compensation This component of compensation rewards the contribution of Executive corporate officers to the Group’s results over the past fiscal year. It is expressed as a percentage of the annual fixed compensation. During its meeting of February 25, 2021, on the proposal of the Nomination and Remuneration Committee, the Board decided, for the 2021 fiscal year, to: maintain the cap for the annual variable portion of the ■ compensation of Mr. Pierre-André de Chalendar, as Chairman and Chief executive officer (period from January 1, 2021 to June 30, 2021), at 170% (cap unchanged since 2014) of his fixed compensation; to increase the cap of the annual variable portion of the ■ compensation of Mr. Benoit Bazin, as Chief operating officer, from 120% to 150% of his fixed compensation as initially decided by the Board on February 27, 2020 before cancelling this decision, on the proposal of the Chief operating officer, on April 23, 2020 due to the occurrence of the Covid-19 pandemic. As from the beginning of 2020, the Board of Directors noted the successful implementation by the Chief operating officer of the Transform & Grow plan, that the objectives set had been satisfied or exceeded and the efficient and sustainable implementation of the new organization. This level of annual variable compensation is at the median of the benchmark of similar large companies in terms of sales, workforce and international scope of operations; and to set the cap for the annual variable portion of the ■ compensation of Mr. Benoit Bazin, as Chief executive officer, at 170% of the fixed portion of his compensation. At its meeting of February 25, 2021, the Board determined, on the proposal of the Nomination and Remuneration Committee, the components and objectives of the variable compensation of Executive corporate officers for 2021 as follows (structure unchanged for the Chairman and Chief executive officer since 2014 and for the Chief operating officer since 2019): a quantitative portion of 2/3, based on the following ■ four objectives, adapted to the Group’s strategy by reverting to a weighting of 25% of each of the four quantifiable objectives, depending on the policy prevailing before the start of the Covid-19 crisis: the “FCF” (Free Cash Flow), which is an indicator ■ published and monitored by investors and which replaces the “OFCF” objective (Operating Free Cash Flow), which is an internal indicator, ROCE (Return on Capital Employed), ■ the Group’s operating income, and ■ Group recurring net income per share; ■ The objectives for the above quantifiable criteria are not disclosed for confidentiality reasons. a qualitative portion of 1/3, based on the following four ■ objectives: Objective 1: development of a new strategic plan ■ (including a divestment and acquisition component and a digital component), and its presentation to investors, Objective 2: implementation of corporate social ■ responsibility policy, Objective 3: harmonious development of the Group’s ■ new governance, and Objective 4: human resources management in the ■ context of a return to normal after the Covid-19 crisis. (1) It is specified that Mr. Pierre-André de Chalendar decided to retire and benefit from his rights under the supplementary defined-benefit pension scheme “SGPM” of which he was a beneficiary as Chairman and Chief executive officer, as of July 1, 2021. As of this date, he receives a supplementary retirement pension, the gross annual amount of which is approximately €385,800.
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