In a major step towards strengthening its corporate governance, Saint-Gobain held its Shareholders’ Meeting, followed by a Board of Directors meeting, to implement a new governance structure.
The meeting was attended by 75.63% of the voting rights, and all proposed resolutions were adopted by a vast majority.
The key highlights of the meeting include:
New Independent Directors Appointed
Shareholders approved the appointment of three new Independent Directors: 
1. Sophie Brochu, former Chairman and Chief Executive Officer of Hydro-Québec (Canada)
2. Hélène de Tissot, Chief Financial Officer of Pernod Ricard Group
3. Geoffroy Roux de Bézieux, entrepreneur
Renewal of Director
Shareholders also approved the renewal of Jean-François Cirelli as a Director.
Mandatory Lead Independent Director
The proposal to amend the by-laws to make the appointment of a Lead Independent Director compulsory was approved.
Combination of Chairman and CEO Roles
The Board reiterated its unanimous decision to combine the functions of Chairman and Chief Executive Officer and to appoint Benoit Bazin as Chairman and Chief Executive Officer, effective immediately.
Appointment of Lead Independent Director
The Board appointed Jean-François Cirelli as Lead Independent Director and Vice-Chairman of the Board. He will be responsible for ensuring the proper functioning of the Company’s corporate governance bodies and will be a point of contact for shareholders on all these matters. The Board also amended its Internal Regulations to enhance the powers of the Lead Independent Director.
Reorganization of Board Committees
Taking into account the new Board composition, the following changes were made to the Board committees:
Audit and Risk Committee
Pamela Knapp (Chairwoman, Independent Director)
Thierry Delaporte (Independent Director)
Gilles Schnepp (Director)
Hélène de Tissot (Independent Director)
Nominations and Remuneration Committee
Jean-François Cirelli (Chairman, Lead Independent Director)
Lydie Cortes (Employee Director)
Dominique Leroy (Independent Director)
Geoffroy Roux de Bézieux (Independent Director)
Corporate Social Responsibility Committee
Agnès Lemarchand (Chairwoman, Independent Director)
Sophie Brochu (Independent Director)
Jana Revedin (Independent Director)
Philippe Thibaudet (Employee Director)
These changes demonstrate Saint-Gobain’s commitment to strengthening its corporate governance and aligning its leadership structure with best practices. The appointment of new Independent Directors, the creation of a mandatory Lead Independent Director role, and the reorganization of Board committees are all positive steps that will contribute to the company’s long-term success and enhance its ability to serve the interests of all stakeholders.
Source: Saint-Gobain with additional information added by GlassBalkan
