Appointments and Compensation Committee
Jean-Martin FOLZ, Chairman
Bernard GAUTIER
Sylvia JAY
Jean-Cyril SPINETTA
Three out of four members of the Committee, including the Chairman, are independent directors.
The Committee performs the work both of a remuneration committee and an appointments committee, as provided for in the AFEP- MEDEF reports on corporate governance.
Duties of the Appointments and Compensation Committee
In accordance with the Internal Rules of the Board of Directors, the duties of the Appointments Committee are as follows.
- The Committee is to make recommendations to the Board of Directors whenever a directorship becomes vacant or expires. The Committee organizes a selection procedure for future independent Directors, in compliance with the criteria laid down in the AFEP-MEDEF report on "The Corporate Governance of Listed Companies".
- Each year, the Committee reviews the independence of each Director in compliance with the criteria established in this report and presents its conclusions to the Board of Directors.
- It discusses proposals to be made to the Board should the position of Chairman of the Board become vacant for any reason.
- It considers the recommendation(s) of the Chairman of the Board regarding the appointment of a Chief Executive Officer and/or of one or several Chief Operating Officers, and reports accordingly to the Board.
- It makes recommendations to the Board of Directors regarding the amount and conditions of compensation, particularly the criteria governing the variable portion, and pension benefits awarded to the Chairman of the Board, and other arrangements relating to the status of the Chairman.
- It likewise makes recommendations as provided for under the preceding paragraph regarding the Chief Executive Officer and/or the Chief Operating Officer(s).
- It reviews the Group's general stock options policy, including the choice between share subscription options and share purchase options, and considers the recommendations of Executive Management concerning the granting of share subscription or purchase options to some employees of the Saint-Gobain Group.
- It formulates recommendations regarding the granting of share subscription or purchase options to the Chairman of the Board of Directors and to the other members of Group Management.
- It prepares the examination by the Board of Directors of corporate governance issues, and conducts a periodic evaluation of the organization and operation of the Board of Directors.
