sain t-gobain annu al report 2008 annual report

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• Committees of the Board. Three committees of the Board
– the Financial Statements Committee, the Appointments
Committee and the Strategy Committee (set up in June
2008) – prepare presentations of the issues submitted
to the Board in their respective areas. These committees,
whose members are appointed by the Board, may
commission technical reports by outside experts –
the costs of which are paid by the Compagnie de Saint-
Gobain – and consult Group executives after notifying the
Chairman of the Board and the Chief Executive Officer. The
Board’s internal rules also cover the duties and practices of
the three committees of the Board. A description of their
duties is provided in the section on each committee.
• Directors’ obligations and duties. Under French securities
regulations, Directors are qualified as permanent insiders
and as such are required to comply with the laws and
regulations concerning insider trading. Directors are also
banned from trading directly or indirectly in the Compagnie
de Saint-Gobain’s shares or in derivative instruments that
have the Compagnie de Saint-Gobain’s shares as the
underlying, during the 45 days preceding the Board
meetings at which the annual and interim consolidated
financial statements are reviewed and the day after these
meetings (referred to as “negative windows”) (1) .As well as
complying with the duty of discretion imposed by law,
Directors are required to treat as strictly confidential all
documents and information submitted to the Board and all
matters discussed during Board meetings, for as long as they
have not been made public. Directors must also avoid any
actual or potential conflict of interests, whether direct or
indirect.
In accordance with French securities legislation, Directors
must disclose to the Autorité des Marchés Financiers details of
all of their transactions in Compagnie de Saint-Gobain shares.
• Attendance fees. The Board’s internal rules also specify
the basis on which attendance fees are to be allocated
among the Directors. For further information, see page 103.
• Other provisions of the internal rules. The internal rules
also allow for Directors to receive additional training about
the Group’s businesses and the accounting, financial
and operational aspects of its activities. They also stipulate
that directors must attend General Meetings of
shareholders.
To the best of the company’s knowledge, there are no conflicts
of interest between the company and the private and business
interests of the members of the Board.
Board assessments
Assessments of the Board’s performance are carried out
each year. The assessment is conducted with the assistance
of outside consultants every three years (in 2000, 2003
and 2006 (2) ) and by the Appointments Committee
in intermediate years – including 2008 –, based on a
questionnaire sent to each Director by the Committee
Chairman.
An executive summary of the Directors’ replies was submitted
to the Board of Directors in May 2008. The Board’s
performance in substantially all of the nineteen areas dealt
with in the questionnaire was rated “Good” or “Excellent”.
However, its performance was rated slightly lower
(“Acceptable”) in three areas – formal application of Board
decisions, information about and discussion of the Group’s
main risk exposures, and information given to directors
between meetings. The Board has taken the directors’
comments into account.
For each area of Board performance, when asked whether
there had been qualitative improvement since the last
assessments, respondents generally replied that quality was
unchanged, although some of them noted an improvement
in Board practices.
A new external assessment conducted with guidance from
the Appointments Committee is scheduled for the second
half of 2009.
The Board of Directors met nine times in 2008,
with an average attendance rate of 91%.
Committees of the Board
Financial Statements Committee
Michel PÉBEREAU, Chairman,
Isabelle BOUILLOT
Denis RANQUE
Two-thirds of the Committee members are independent
directors (see page 92).
The Committee’s remit is defined in the Board of Directors’
internal rules.
Its main responsibility is to ensure that the accounting policies
used to prepare the financial statements are both appropriate
and are applied consistently from one period to the next,
and that internal procedures for the reporting and control
of financial information provide the necessary assurance
in this regard. To this end, the Committee:
(1)
The ban on trading in the company’s shares during these negative windows also applies to senior executives
and to other employees who have access to inside information.
(2)
See 2000 Annual Report, page 55, 2003 Annual Report, page 26, and 2006 Annual Report, page 26.
Saint-Gobain - 2008 Annual Report