5 Corporate governance Rapport du Conseil d’administration sur le gouvernement d’entreprise www.saint-gobain.com SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 222 Report of the Board of Directors 4. on corporate governance (Articles L.225- 37 et seq. and L.22-10-10 et seq. of the French Commercial Code) Report of the Board of Directors on corporate governance This report on corporate governance was prepared in accordance with Articles L.225-37 et seq. and L.22-10-10 et seq. of the French Commercial Code under the responsibility of the Board of Directors and based on information provided by the relevant departments of Compagnie de Saint-Gobain and was approved by the Board of Directors at its meeting of February 24, 2022. The law stipulates that this report should include a number of corporate governance items. Management and Directors compensation (Articles L.22-10-8 and L.22-10-9) As regards compensation, the report must present the draft Resolutions of the Board of Directors relating to the Compensation policy for the corporate officers; this policy must comply with the Company’s corporate interest, contribute to its longevity and be part of its business strategy. Furthermore, the report must include the total compensation and benefits of any kind paid or granted by Compagnie de Saint-Gobain to the Company’s corporate officers during or in respect of the fiscal year, as well as commitments of any kind made by Compagnie de Saint-Gobain in favor of the Executive corporate officers, such as compensation components, indemnities or benefits due or to be due as a result of taking, losing or changing office or subsequent to the performance thereof, including retirement commitments and other annuity benefits. The report must also present changes, over the last five fiscal years, in the compensation of the Executive corporate officers, the average compensation of Compagnie de Saint-Gobain’s employees, the performance of the Saint-Gobain Group and the ratios between the compensation levels of the Executive corporate officers of Compagnie de Saint-Gobain and the average and median compensation of its employees, on a full-time equivalent basis. Finally, the report must contain an explanation of how total compensation complies with the Compensation policy adopted, including how it contributes to the company’s long-term performance, and how the performance criteria have been applied. This information, set out in Chapter 5, Section 2, and prepared on the basis of details provided by the Corporate Legal, Human Resources and Finance Departments, was reviewed by the Nomination and Remuneration Committee and is included by reference in this report. Composition and operation of the Board of Directors (Article L.22-10-10) The report must include the composition of the Board of Directors and the conditions for preparing and organizing its work, as well as any limitations on the powers of the Chief executive officer (see Chapter 5, Section 1 and Chapter 9, Section 1.1). The report must also include a list of all offices and duties held in all companies by every Compagnie de Saint-Gobain Board member during the year (see Chapter 5, Section 1.1), the method for exercising General Management (see Chapter 5, Section 1.2.1), and adherence to a corporate governance code and application of its recommendations (see Chapter 5, Section 1). The report must include a description of the diversity policy applied to the members of the Board of Directors, as well as a description of the objectives of that policy, its methods of implementation and the results achieved during the previous fiscal year (see Chapter 5, Section 1). This information, prepared on the basis of details provided by the Legal corporate department, was reviewed by the Nomination and Remuneration Committee and the Lead independent Director, and is included by reference in this report. Other information (Articles L.22-10-10 and L.22-10-11) Finally, the report must present information likely to have an impact in the event of a takeover bid (see Chapter 7, Section 1.9), related-party agreements and undertakings (see Chapter 5, Section 5), a description of the procedure to properly assess whether the agreements on current transactions concluded under normal conditions meet these conditions and information on its implementation (Chapter 5, Section 1.1), specific procedures for shareholders participation in the General Shareholders’ Meeting (Chapter 9, Section 1.1) and must contain a summary table of current valid delegations of authority granted by the General Shareholders’ Meeting regarding capital increases showing how these delegations of authority were used during the fiscal year (see Chapter 7, Section 1.2). This information is prepared on the basis of details provided by the Legal Corporate and Financial Departments and is included by reference in this report. The report must also include a description of how a balanced representation of women and men on the Executive Committee is sought and the gender diversity results in the 10% of the positions with the most responsibility in Compagnie de Saint-Gobain. This information, which is listed in Chapter 3, Section 4.3.4, Chapter 4, Section 2.2 and Chapter 9, Section 3.3 and based on information submitted by the Human Resources Department, has been reviewed by the Board of Directors and is incorporated by reference into this report.
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