Financial Statements Committee

Michel PÉBEREAU, Chairman
Isabelle BOUILLOT
Jean-Martin FOLZ
Frédéric LEMOINE
Denis RANQUE

Duties of the Financial Statements Committee

Based on the Board of Directors' internal rules, the Financial Statements Committee:

- Oversees (i) the processes used to prepare financial information, (ii) the effectiveness of internal control and risk management systems, (iii) the work performed by the Statutory Auditors on the financial statements of the Company and the Group, and (iv) the independence of the Statutory Auditors, although the related decision-making powers remain vested in the Board of Directors as a whole.

- Ensures that (i) any questions relating to the preparation and control of accounting and financial information are followed up and (ii) the accounting policies used to prepare the financial statements are both appropriate and applied consistently from one period to the next, and that the internal procedures used to collect and control accounting and financial information provide the necessary assurance in this regard.

- Reviews the interim and annual consolidated financial statements and the annual financial statements of the Company as presented by senior management prior to their examination by the Board of Directors.

- Reviews the scope of consolidation and the reasons why any companies have been excluded.

- Reviews material risks and off-balance sheet commitments, based on an explanatory report drawn up by the Chief Financial Officer.

- Receives updates from senior management on the organization and operation of the risk management system.

- Reviews the Group's internal control action plan and receives updates at least once a year on the plan's results.

- Makes recommendations concerning the organization of the internal audit function and receives a copy of the internal audit program as well as executive summaries of the internal audit reports.

- Reviews the external auditors' work plan and conclusions as well as the post-audit report prepared by the auditors concerning their main observations and the accounting options selected for the preparation of the financial statements.

- Conducts the auditor selection process, issues an opinion on the proposed statutory audit fee budget, submits the results of the selection process to the Board and puts forward candidates to be appointed by the shareholders.

- Reviews the audit-related advisory and other services that the auditors and members of their network are authorized to provide to Compagnie de Saint-Gobain and other Group entities under auditor independence rules.

- Obtains from the auditors the breakdown of the fees paid to them and the members of their network by the Group over the past year, by category of service, and reports to the Board its opinion concerning the auditors' independence.