sain t-gobain annu al report 2008 annual report

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The Committee’s remit, as defined in the Board
of Directors’ internal rules, is to:
• Make proposals to the Board in all cases where one
or more seats on the Board fall vacant or the terms of one
or more directors are due to expire. The Committee organizes
the procedure to select candidates for election as
independent directors, based on the independence criteria
set out in the AFEP-MEDEF corporate governance code
for public companies.
• Review annually each Director’s situation in relation
to the independence criteria set out in the AFEP-MEDEF
code, and report its conclusions to the Board.
• Recommend candidates to the Board in the event that
the position of Chairman of the Board falls vacant
for whatever reason.
• Review proposals by the Chairman of the Board
for the appointment of a Chief Executive Officer and/or
one or more Chief Operating Officers, and report its
conclusions to the Board.
• Make recommendations to the Board concerning
the Chairman’s compensation package, including pension
benefits, and the criteria to be applied to determine his
variable bonus, as well as the other aspects of his position.
• Make recommendations on the same issues for the Chief
Executive Officer and/or the Chief Operating Officer(s).
• Discuss the Group’s overall stock option policy and whether
the options should be exercisable for new or existing shares,
and review senior management’s proposals concerning stock
option plans for Group employees.
• Make recommendations concerning stock option grants
to the Chairman of the Board and the members of senior
management.
The Committee also makes presentations to support the
Board’s consideration of corporate governance issues and leads
periodic assessments of the Board’s organization and practices.
The Committee met three times in 2008, with an attendance
rate of 100%. At its first meeting, the Committee reviewed
potential candidates to be proposed at the Annual General
Meeting to replace José Luis Leal Maldonado, who had decided
to stand down, and discussed whether to recommend
re-electing Jean-Louis Beffa, Isabelle Bouillot and Sylvia Jay,
whose terms were due to expire at the General Meeting.
In light of the March 20, 2008 agreement with Wendel,
the Committee recommended that Jean-Bernard Lafonta
should be proposed for election to the seat left vacant
by Mr. Leal Maldonado’s retirement, and that Bernard Gautier
should be proposed to take up the newly-created 16 th seat on
the Board. The Committee also prepared the Board’s review
of each Director’s situation in relation to the independence
criteria set out in the AFEP-MEDEF corporate governance
code for public companies.
As in prior years, the Committee re-examined the Group’s
stock option policy (1) and made recommendations to the Board
concerning the number and categories of grantees, the type
of options to be granted, general and specific vesting
conditions, including the performance conditions applicable
to part of the grants. It also reviewed the proposed grants
based on the pre-defined objectives, prior to their submission
to the Board for approval, and made recommendations
concerning option grants to the Chairman and the members
of senior management. In addition, the Committee considered
whether it would be appropriate to set up a program
of stock grants and decided not to make any recommendation
to this effect to the Board in 2008.
Lastly, the Committee made recommendations to the Board on
the performance bonuses of the Chairman and the Chief
Executive Officer for 2007, as well as on the amount of
their fixed compensation for 2008 and the performance
criteria to be applied to determine their 2008 bonuses.
The Committee reported to the Board on its activities
during the Board meetings of March 20, September 18
and November 20, 2008.
Strategy Committee
Jean-Cyril SPINETTA, Chairman
Pierre-André de CHALENDAR
Jean-Bernard LAFONTA
The Strategy Committee was set up and its members
were appointed by the Board on June 5, 2008.
It is chaired by an independent Director.
• The Committee’s remit, as defined in the Board’s internal
rules, is to examine the business plan, opportunities
for improvement and strategic issues proposed by
its members. It meets six times a year.
• The Committee met three times in 2008,
with an attendance rate of 100%. The first meeting was
devoted to reviewing the macro-economic assumptions
used to prepare the five-year business plan and the main
strategic objectives of the Sectors, apart from
the Packaging Sector.
(1)
The Group’s stock option policy and the characteristics of the current plans are presented on pages 85, 86 and 87.
Saint-Gobain - 2008 Annual Report