As a natural conclusion of the transition period that began in 2021, and in order to ensure the governance structure best suited to its ambitions as well as to the challenges and opportunities it faces, Saint-Gobain‘s Board of Directors has unanimously taken the following decisions:
- The functions of Chairman and Chief Executive Officer will be combined, and Benoit Bazin, Chief Executive Officer since 2021, is appointed Chairman and Chief Executive Officer effective from the close of the General Shareholders’ Meeting to be held on June 6, 2024;
- Jean-Francois Cirelli, Independent Director since 2020, will be appointed Lead Independent Director and Vice-Chairman of the Board from the close of said meeting;
- The Lead Independent Director’s powers will be enhanced, and the by-laws will provide that the Board must appoint a Lead Independent Director and Vice-Chairman of the Board in case of combination of the functions of Chairman and Chief Executive Officer or if the Chairman is not independent;
- The proportion of Independent Directors will increase to 82 percent with the three new Independent Directors who will be proposed at the General Shareholders’ Meeting: Sophie Brochu, former CEO of Hydro-Québec, Hélène de Tissot, CFO of Pernod Ricard, and Geoffroy Roux de Bézieux, entrepreneur.
As announced when his mandate was renewed in 2022, Pierre-André de Chalendar will retire as Chairman at the close of the General Shareholders’ Meeting on June 6, 2024. He has also informed the Board of his decision to resign from the Board at that time.
In this context, the Board of Directors has been working in depth since 2021 to enhance the effectiveness of the Group’s governance and the independence of the Board, by restructuring the balance of power within it.
The Board considers that combining the functions of Chairman and Chief Executive Officer after the transition period is the best solution for the Group. In addition, to enhance the balance and solidity of the Board, it has decided to propose to the General Shareholders’ Meeting that the obligation to appoint a Lead Independent Director with reinforced powers be provided in the Company’s by-laws. Lastly, subject to a positive vote by the General Shareholders’ Meeting on the Board’s proposals, the proportion of Independent Directors on the Board will increase from 73 percent to 82 percent.
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