sain t-gobain annu al report 2008 annual report

Director’s name and
current main position
(as of March 1, 2009)
Denis RANQUE
Chairman & Chief
Executive Officer
of Thales
Jean-Cyril SPINETTA
Chairman
of Air France-KLM
2008 2007 2006 2005 2004
• Chairman & Chief
Executive Officer of Thales
• Chairman of the Board of
Directors of École Nationale
Supérieure des Mines de Paris
and of the Cercle
de l’Industrie
• First Vice President of
GIFAS
• Director of Fondation de
l’École Polytechnique
• Chairman & Chief
Executive Officer of Air
France-KLM
• Chairman & Chief
Executive Officer of Groupe
Air France
• Director of Alcatel Lucent,
La Poste and GDF Suez
• Chairman & Chief
Executive Officer of Thales
• Chairman of the Board of
Directors of École Nationale
Supérieure des Mines de Paris
and of the Cercle
de l’Industrie
• First Vice President of
GIFAS
• Director of Fondation de
l’École Polytechnique
• Chairman & Chief
Executive Officer of Air
France-KLM
• Chairman & Chief
Executive Officer of Groupe
Air France
• Director of Unilever and
Alcatel Lucent
• Chairman & Chief
Executive Officer of Thales
• Chairman of the Board of
Directors of École Nationale
Supérieure des Mines de Paris
and of the Cercle
de l’Industrie
• First Vice President of
GIFAS
• Director of Fondation de
l’École Polytechnique
• Chairman & Chief
Executive Officer of Air
France-KLM
• Chairman & Chief
Executive Officer of Groupe
Air France
• Director of Alitalia,
Unilever and Alcatel Lucent
• Permanent representative
of Air France on the Board of
Directors of Monde
Entreprises
• Chairman & Chief
Executive Officer of Thales
• Chairman of the Board of
Directors of École Nationale
Supérieure des Mines de Paris
and of the Cercle
de l’Industrie
• First Vice President of
GIFAS
• Director of Fondation de
l’École Polytechnique
• Chairman & Chief
Executive Officer of Air
France-KLM
• Director of Alitalia
• Permanent representative
of Air France on the Board of
Directors of Monde
Entreprises
• Chairman & Chief
Executive Officer of Thales
• Chairman of the Board of
Directors of École Nationale
Supérieure des Mines de Paris
and of the Cercle
de l’Industrie
• First Vice President of
GIFAS
• Director of Fondation de
l’École Polytechnique
To the best of the company’s knowledge, as of the date of this registration document, there are no family links between the company’s directors and, in the last five
years, no director has been found guilty of fraud, been associated with a bankruptcy, sequestration or liquidation, been incriminated by or subject to an official public
sanction issued by a statutory or regulatory authority, or been prevented by a court from acting as a member of an administrative, management or supervisory body
of an issuer of securities or from taking part in managing or conducting an issuer’s business.
Board organization and practices
At its meeting on June 7, 2007, the Board of Directors decided
to separate the functions of Chairman and Chief Executive
Officer. Pierre-André de Chalendar was appointed
as Chief Executive Officer, effective from the date
of the meeting, and Jean-Louis Beffa was confirmed in
his position as Chairman of the Board.
In line with the guidelines in the AFEP-MEDEF corporate
governance code, the Board of Directors adopted a set
of internal rules in 2003.
The Internal Rules of the Board of Directors in effect as
of December 31, 2008 describe the Board’s organization
and practices. They can be summarized as follows:
• Board meetings. The Board holds seven scheduled meetings
each year, including one at a different Group site each year.
Directors may participate in meetings using videoconference
or other interactive telecommunication technologies,
to the extent permitted by law.
• Information for Directors. Prior to each meeting,
the directors are provided with an analysis of year-to-date
operating profit and net debt, selected financial analyses
and press-cuttings, as well as with copies
of the presentations to be made during the meeting.
The information file for the meeting to approve the annual
financial statements also includes the draft annual report,
consolidated financial statements and financial statements
of the company. Between meetings, the directors receive
copies of all press releases issued by the Group along
with relevant information about material transactions
carried out by the Group. The directors have the right
to ask for any and all other documents that they consider
necessary to make an informed contribution
to the Board’s discussions and to meet senior executives
of the Group without any executive directors being
present, after notifying the Chairman of the Board
and the Chief Executive Officer.
• Board activities. The Board examines all issues that fall
within its remit as specified in the applicable laws
and regulations and the company’s bylaws. In addition,
a meeting is held at least once a year to review and decide
on the Group’s overall strategy. All capital expenditure,
restructuring, acquisition and financial investment
and divestment projects individually representing over
€150 million must be submitted to the Board for prior
approval, along with any material transactions that fall
outside the Group’s stated strategy. The Board’s practices
are reviewed during at least one meeting each year and
formal assessments of its organization and practices are
conducted periodically with the guidance of the
Appointments Committee. Every year, the Board also reviews
each director’s situation in relation to the independence
criteria set out in the AFEP-MEDEF corporate governance
code for public companies, based on a report prepared by
the Appointments Committee. Lastly, one meeting may be
held without the executive directors being present, to allow
the non-executive directors to assess their performance
and consider the future senior management line-up.
MANAGEMENT REPORT
97
Saint-Gobain - 2008 Annual Report