Board of directors and Committees

Compagnie de Saint-Gobain refers to the corporate governance code for French listed companies published by AFEP and MEDEF. Compagnie de Saint-Gobain's practices comply with all of the recommendations contained in this code.

The Board of Directors of Compagnie de Saint-Gobain is comprised of 14 members including 45% of women and 73% of independant board members. Its decisions are made in light of the recommendations of three Board committees:

  • the Audit and Risk Committee,?
  • the Nomination and Remuneration Committee,
  • the Strategy and Corporate Social Responsibility Committee.

Directors are elected for a four-year term (article 9 of the bylaws), in accordance with the recommendations of the AFEP-MEDEF corporate governance code for French listed companies.

At its meeting on November 24, 2016, Compagnie de Saint-Gobain’s Board of Directors decided to create the position of Lead Independent Director (Administrateur Référent), which is taken on by Jean-Dominique Senard, independent Director since 2012, since the Annual General Meeting held on June 8, 2017.

Download the bylaws

  • Pierre-André de Chalendar

    Chairman and Chief Executive Officer of Compagnie de Saint-Gobain
    Member of the Strategy and Corporate Social Responsibility Committee

    Pierre-André de Chalendar

    Chairman and Chief Executive Officer of Compagnie de Saint-Gobain

    Pierre-André de Chalendar is a graduate of ESSEC Business School and école Nationale d'Administration. ?A former civil servant (Inspecteur des Finances), he served as deputy to the Director General for Energy and Raw Materials within the French Ministry of Industry.?

    Mr. Chalendar joined Compagnie de Saint-Gobain in 1989 as Vice-President, Corporate Planning. He was subsequently Vice-President of the Abrasives business in Europe (1992-1996), President of the Abrasives business worldwide (1996-2000) and General Delegate for the United Kingdom and the Republic of Ireland (2000-2002) before being appointed Senior Vice-President of Compagnie de Saint-Gobain in charge of the Building Distribution Sector in 2003.?

    Appointed Chief Operating Officer of Compagnie de Saint-Gobain in 2005 and elected to the Board in 2006, he was appointed Chief Executive Officer in 2007 and Chairman and Chief Executive Officer in 2010.

    Pierre-André de Chalendar is also a director of BNP Paribas, and has chaired?Entreprises pour l’Environnement?from 2012 to 2015.
    He directly supervise the Innovative Materials Sector from Saint-Gobain since October 29, 2015.

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  • Lydie Cortes

    Employee Director
    Member of the Nomination and Remuneration Committee

    Lydie Cortes

    Products Safety Coordinator, Saint-Gobain Weber France

    Lydie Cortes was titular member of the Works Council, Personnel Representative, member of the Hygiene, Health and Safety Committee of Weber and Central Union Delegate for the CFDT.

    She was titular member of the Group Committee and Secretary of the European Convention and of the Select Committee of Saint-Gobain.

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  • Sibylle Daunis

    Director representing employee shareholders

    The Board of Directors co-opted* on April 14th 2020 Ms. Sibylle Daunis, the new Chairman of the Supervisory Board of the “Saint-Gobain PEG France” Group employee savings plan, as Director representing employee shareholders.?

    Ms. Sibylle Daunis, 45 years old, is currently Chief Executive Officer of PUM, one of Saint-Gobain’s Distribution trading brands in France specializing in the sale of products and solutions in synthetic materials for the construction and infrastructure markets, with 210 outlets across the country. She brings her in-depth knowledge of the Group, within which she has been working for more than 15 years, especially in the sector of distribution, to the Board of Directors as well as her experience in marketing, transformation and digital innovation, given her particularly successful experience in the digitalization of the trading brand she currently manages.

    This mandate is granted for the remainder of Mr. Jacques Pestre's term (following Mr. Jacques Pestre’s decision to retire) i.e. until the close of the General Shareholders’ Meeting to be held to approve the financial statements for the year ending December 31, 2022.?

    *This co-optation is subject to approval at the General Shareholders’ Meeting to be held on June 4, 2020.

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  • Iêda Gomes Yell

    Independent Director
    Member of the Nomination and Remuneration Committee

    Iêda Gomes Yell

    Founding President of Energix Strategic Ltd

    Brazilian and British national, Iêda Gomes Yell is a Director and a member of the Strategic Committee and of the Audit and Risk Committee of Bureau Veritas (a French listed company). She is also a Director of Exterran Corporation (United States) and a Director of InterEnergy Holdings.

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  • Anne-Marie Idrac

    Independent Director
    Chairman of the Nomination and Remuneration Committee

    Anne-Marie Idrac

    Chairman of the Supervisory Board of Aéroport Toulouse-Blagnac?

    Anne-Marie Idrac is also a Director of Total and Bouygues, Chairman of the Advisory Board of the School of Public Affairs of Sciences Po Paris and Vice-Chairman of the Robert Schuman Foundation. ?

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  • Pamela Knapp

    Independent Director
    Member of the Audit and Risk Committee

    Pamela Knapp

    Director of companies

    German national, Pamela Knapp is also a member of the Supervisory Board, Nomination, Compensation and Governance Committee and the Finance and Audit Committee of Peugeot S.A., a Director of the consulting firm HKP Group AG (Switzerland), a Director and member of the Audit committee of Panalpina World Transport (Holding) Ltd (Switzerland) and a Director and member of the Audit Committee of NV Bekaert (Belgium).?

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  • Agnès Lemarchand

    Independent Director
    Member of the Audit and Risk Committee

    Agnès Lemarchand

    Director of Compagnies

    Agnès Lemarchand is also a Director of CGG and BioMérieux and Chairman of Orchad SAS.

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  • Frédéric Lemoine

    Director
    Member of the Strategy and Corporate Social Responsibility Committee

    Frédéric Lemoine

    Chairman of the Management Board of Wendel

    Frédéric Lemoine is also Chairman of the Board of Directors of Bureau Veritas and holds various positions and functions within companies registered outside France in which Wendel holds an equity interest.

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  • Dominique Leroy

    Independent Director
    Member of the Nomination and Remuneration Committee

    DOMINIQUE LEROY

    CEO OF PROXIMUS (BELGIUM)

    Dominique Leroy is a Belgian citizen. She is CEO of Proximus (ex-Belgacom), listed on the first market of Euronext Brussels.
    Dominique Leroy is also an independent member of Ahold Delhaize’s Supervisory Board and a member of the Sustainability and Innovation Committee.

    Dominique Leroy is Chairwoman of the International Advisory Board of the Solvay Brussels School of Economics and Management.

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  • Denis Ranque

    Director
    Member of the Nomination and Remuneration Committee

    Denis Ranque

    Chairman of the Board of Directors of Airbus Group

    Denis Ranque is also a Director of CMA-CMG and Scilab Enterprises.

    He is Chairman of the "Haut Comité du Gouvernement d’Entreprise" (the High Committee in charge of monitoring implementation of the Corporate Governance Code of Listed Corporations), co-Chairman of La Fabrique de l’industrie and Chairman of the Board of Directors of the Ecole Polytechnique Foundation.

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  • Gilles Schnepp

    Independant Director
    Member of the Audit and Risk Committee

    Gilles Schnepp

    Chairman an Chief Executive Officer of Legrand

    Gilles Schnepp holds various positions and functions within subsidiaries of the Legrand Group.

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  • Jean-Dominique Senard

    Lead Independent Director
    Independent Director
    Chairman of the Strategy and Corporate Social Responsibility Committee

    Jean-Dominique Senard

    Chairman of the Board of Directors of Renault

    Jean-Dominique Senard does not hold any other directorships.

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  • Philippe Thibaudet

    Employee Director

    Philippe Thibaudet

    EHS technical advisor, Isover Chalon

    Philippe Thibaudet was Secretary of the CHSCT, Vice-Secretary of the Works Council and Union Delegate for the CGT.

    In addition, he was titular member and Vice-Secretary of the Central Enterprise Committee, Central Union Delegate of SG Isover, and titular member of the Group Committee.

    He has also held coordination and animation missions for the Glass Division at the Glass Federation. Lastly, he is also alternate representative of the Central Enterprise Committee at the ISOVER Board of Directors.

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  • Philippe Varin

    Independent Director
    Chairman of the Audit and Risk Committee

    Philippe Varin

    Chairman of the Board of Directors of Areva

    Philippe Varin is also special representative of the French Minister of Foreign Affairs and International Development for the ASEAN countries and Chairman of the “Cercle de l’Industrie”.?

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Board secretary:

  • Antoine VIGNIAL, Corporate Secretary of Compagnie de Saint-Gobain in charge of Corporate Social Responsibility

The following information was last updated on April 1st, 2020.

COMMITTEES OF THE BOARD

The Board of Directors is assisted by three committees, which it consults prior to making certain decisions. The committees submit their recommendations to the Board for deliberation.

AUDIT AND RISK COMMITTEE?

Members

  • Philippe VARIN, Chairman
  • Agnès LEMARCHAND
  • Frédéric LEMOINE
  • Gilles SCHNEPP

Duties of the Audit and Risk Committee

The Committee is exclusively composed of independent directors. No executive directors sit on the Committee. By virtue of their current or past positions, the Committee members each have considerable experience and high-level expertise in financial and accounting matters.

Without encroaching on the role specifically vested in the Board of Directors, the Committee mainly oversees the following matters:

  • The processes used to prepare financial and extra-financial accounting information.
  • The effectiveness of internal control and risk management systems.
  • The work performed by the Statutory Auditors on the financial statements of the Company and the Group.
  • The Statutory Auditors’ independence.

Find out more in the Universal Registration Document

NOMINATION AND REMUNERATION COMMITTEE

Members

  • Anne-Marie IDRAC, Chairman
  • Lydie CORTES
  • Iêda GOMES YELL
  • Dominique LEROY
  • Denis RANQUE

Duties of the Nomination and Remuneration Committee??

As of January 1, 2020, three Committee members, including its Chairman, were independent Directors.?Lydie CORTES, Director representing employees, is also a member of the Committee, in accordance with the recommendations of the AFEP-MEDEF code.
The Nomination and Remuneration Committee fulfills the duties of both a nomination committee and a remuneration committee provided for in the AFEP-MEDEF code.

Find out more in the Universal Registration Document

STRATEGY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Members

  • Jean-Dominique SENARD, Chairman
  • Pierre-André de CHALENDAR
  • Frédéric LEMOINE

Duties of the Strategy and Corporate Social Responsibility Committee

In accordance with the Board of Directors’ internal rules in force at 1st of January 2020, the Strategy and Corporate Social Responsibility (CSR) Committee is responsible for examining and identifying improvements to the Group’s business plan, reviewing any strategic issues proposed by its members and ensuring that CSR issues are taken into account in defining the Group’s strategy?and its implementation.

Find out more in the Universal Registration Document

Bylaws

Download the bylaws

DECISIONS OF THE BOARD

Board of Directors as of April 14th, 2020.