sain t-gobain annu al report 2008 annual report

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• The Annual General Meeting of June 5, 2008 also approved the Board’s decision to allow Pierre-André de Chalendar, following his appointment as Chief Executive Officer, to continue to be covered by the pension plan available to him before he became a corporate officer. In line with this decision and with the 1972 management pension plan rules, his term as Chief Executive Officer will be added to his pensionable years of service, which will be calculated from October 1, 1989, corresponding to the date when he joined the Group. His pension will be based on his fixed compensation for his final year of service. In 2008, Pierre-André Chalendar continued to have access to up to 25 hours of support a year under a Group contract with an executive career management and support services company. The Annual General Meeting of June 5, 2008 also approved the commitment given by the Board to pay compensation for loss of office to Pierre-André Chalendar in the event that his appointment is not renewed or he is removed from office other than as a result of serious professional misconduct. • Jean-Louis Beffa and Pierre-André de Chalendar each have the use of a chauffeur-driven company car. • They do not receive any Directors’ attendance fees from any Saint-Gobain Group company. Application of AFEP-MEDEF recommendations of October 6, 2008 concerning corporate officers who continue to have an employment contract and termination benefits awarded to corporate officers will be examined when the Chief Executive Officer’s term comes up for renewal in 2010, as provided for in the recommendations. 1. Total compensation and stock options awarded to the Chairman and the Chief Executive Officer (in euros) 2007 2008 Jean-Louis BEFFA Chairman of the Board of Directors Compensation for the year (see Table 2 for details) 1,226,000 1,052,036 Value of stock options granted during the year (see Table 4 for details) 1,216,000 457,500 Value of performance share grants for the year (see Table 6 for details) 0 0 Total 2,442,000 1,509,536 Pierre-André de CHALENDAR Chief Executive Officer Compensation for the year (see Table 2 for details) 1,168,133 1,282,607 Value of stock options granted during the year (see Table 4 for details) 2,432,000 1,067,500 Value of performance share grants for the year (see Table 6 for details) 0 0 Total 3,600,133 2,350,107 2. Compensation and benefits awarded to the Chairman and the Chief Executive Officer (in euros) 2007 2008 102 Jean-Louis BEFFA Chairman of the Board of Directors Amount due Amount paid Amount due Amount paid Fixed compensation 713,418 713,418 613,848 613,848 Variable bonus 430,468 614,000 350,000 760,468 Exceptional bonus 0 0 0 0 Directors’ attendance fees 0 0 0 0 Benefits in kind: - Accommodation - Company car 80,620 1,494 80,620 1,494 86,160 2,028 Total 1,226,000 1,409,532 1,052,036 1,462,504 86,160 2,028 Pierre-André de CHALENDAR Chief Executive Officer Amount due Amount paid Amount due Amount paid Fixed compensation 705,951 705,951 800,034 800,034 Variable bonus 458,750 845,000 480,000 458,750 Exceptional bonus 0 0 0 0 Directors’ attendance fees 0 0 0 0 Benefits in kind: - Accommodation - Company car 3,432 3,432 2,573 2,573 Total 1,168,133 1,554,383 1,282,607 1,261,357 Saint-Gobain - 2008 Annual Report
3. Directors’ fees and other compensation received by non-executive directors (gross amounts) Isabelle BOUILLOT Attendance fees Other compensation Gianpaolo CACCINI Attendance fees Other compensation Robert CHEVRIER Attendance fees Other compensation Gerhard CROMME Attendance fees Other compensation Bernard CUSENIER Attendance fees Other compensation Paul A. DAVID Attendance fees Other compensation Jean-Martin FOLZ Attendance fees Other compensation Bernard GAUTIER Attendance fees Other compensation Yuko HARAYAMA Attendance fees Other compensation Sylvia JAY Attendance fees Other compensation Jean-Bernard LAFONTA Attendance fees Other compensation José Luis LEAL MALDONADO Attendance fees Other compensation Sehoon LEE Attendance fees Other compensation Gérard MESTRALLET Attendance fees Other compensation Michel PÉBEREAU Attendance fees Other compensation Denis RANQUE Attendance fees Other compensation Jean-Cyril SPINETTA Attendance fees Other compensation Total attendance fees Total other compensation Non-executive directors Amounts paid (in euros) For 2007 For 2008 71,627 0 63,573 0 28,758 0 54,080 0 63,573 0 34,815 0 69,212 0 0 0 28,758 0 73,813 0 0 0 54,080 0 15,829 0 62,412 0 62,187 0 67,576 0 49,707 0 800,000 0 63,713 0 50,913 0 54,077 0 50,913 0 54,077 0 0 0 69,117 0 33,797 0 50,913 0 64,318 0 36,357 0 25,122 0 0 0 47,749 0 68,513 0 60,549 0 69,872 0 800,000 0 MANAGEMENT REPORT 103 Saint-Gobain - 2008 Annual Report
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2008 annual report
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Contents 05 • Strategy and busine
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3 STRATEGY AND BUSINESSES Jean-Loui
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Strategy and Businesses of Saint-Go
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Responding to recession by demonstr
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The High-Performance Materials Divi
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High-Performance Materials Business
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Insulation products are made from m
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Construction Products Businesses an
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Finland, Estonia, Lithuania and Pol
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ecovered glass can be recycled inde
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The “Germ-free Surfaces” progra
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24 2008 results dampened by the fin
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holders of the parent contracted 7.
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28 2008 business review 2008 sales
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30 The Division also continued to e
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32 In the Nordic countries, Dahl de
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Sustainable development 34 Sustaina
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Environment Challenges Action taken
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38 I. Products and services contrib
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40 Sun Saint-Gobain is a major supp
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42 a British trade association that
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44 Mobilizing resources to deploy t
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46 EHS auditors are drawn from a po
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48 Lastly, we make every effort to
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To help them to implement the plan,
Page 54 and 55: 52 Wood dust is primarily an issue
Page 56 and 57: 54 BRØDRENE DAHL’S PROGRAM FOR R
Page 58 and 59: 56 2008-2010 OBJECTIVE Saint-Gobain
Page 60 and 61: 58 warehouses and other similar spa
Page 62 and 63: product developed in 2006 by Lapeyr
Page 64 and 65: 62 Internships during a student’s
Page 66 and 67: 64 Geographical and job mobility is
Page 68 and 69: 66 SAINT-GOBAIN AND THE BROAD-BASED
Page 70 and 71: 68 Honest, open, high quality socia
Page 72 and 73: 70 Construction Products The Constr
Page 74 and 75: 72 IV. Values supporting responsibl
Page 76 and 77: 74 INTERNATIONAL CORPORATE FOUNDATI
Page 78 and 79: 76 In countries facing certain soci
Page 80 and 81: 78 for example, 91% of the Group’
Page 82 and 83: ENVIRONMENTAL INDICATORS 2007 2008
Page 84 and 85: Trading volume since September 2007
Page 86 and 87: Trading volume since September 2007
Page 88 and 89: Changes in capital over the last fi
Page 90 and 91: 88 The decision to grant stock opti
Page 92 and 93: Information Policy and 2009 Financi
Page 94 and 95: 92 Yuko HARAYAMA Professor at Tohok
Page 96 and 97: Other directorships and positions h
Page 98 and 99: 96 Director’s name and current ma
Page 100 and 101: 98 • Committees of the Board. Thr
Page 102 and 103: 100 The Committee’s remit, as def
Page 106 and 107: 4. Stock options granted to the Cha
Page 108 and 109: 106 Management compensation In Grou
Page 110 and 111: Fees paid by the Group to the Audit
Page 112 and 113: 110 Related party agreements Relate
Page 114 and 115: 112 The audits are based on a 20-st
Page 116 and 117: 114 being applied. The TAS framewor
Page 118 and 119: Statutory Auditors’ report Prepar
Page 120 and 121: Commitment concerning the payment o
Page 122 and 123: 120 Restructuring risks The Group h
Page 124 and 125: 122 • Volumes are not material, o
Page 126 and 127: 124 or any specific illness or phys
Page 128 and 129: The level of coverage is considered
Page 130 and 131: Consolidated balance sheet at 31 De
Page 132 and 133: Consolidated income statement (in
Page 134 and 135: Statement of recognized income and
Page 136 and 137: Notes to the consolidated financial
Page 138 and 139: 136 Non-current assets held for sal
Page 140 and 141: 138 asset’s fair value less costs
Page 142 and 143: 140 Fair value of financial instrum
Page 144 and 145: 142 Other business income and expen
Page 146 and 147: 2006 In 2005, the Group acquired th
Page 148 and 149: NOTE 4 Other intangible assets Pate
Page 150 and 151: NOTE 6 Investments in associates (i
Page 152 and 153: 150 NOTE 8 Inventories Dec. 31, Dec
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Movements relating to stock options
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The plan costs are calculated under
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The following tables show the funde
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Actuarial assumptions used to measu
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The effective tax rate paid by the
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Provisions for claims and litigatio
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isks is hedged wherever possible wi
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Bond issues On June 13, 2008, Saint
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NOTE 19 Financial instruments Deriv
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NOTE 21 Business income by expense
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The weighted average number of shar
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174 In addition, as of December 31,
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NOTE 28 Related-party transactions
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Innovative Construction Building Pa
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Information by geographic area Fran
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182 Principal fully consolidated co
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II - Justification of our assessmen
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Income statement at December, 31 (i
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Balance sheet at December, 31 ASSET
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Cash flow statement (in € thousan
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Risk management/Financial instrumen
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NOTE 5 Intangible assets Intangible
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Changes in Compagnie de Saint-Gobai
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Grant stock options exercisable for
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9.4 Compagnie de Saint-Gobain Group
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NOTE 12 Debt and payables Total deb
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12.1 Perpetual bonds In 1985, Compa
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NOTE 14 Investment portfolio Countr
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COMPANIES Capital Reserves % Book v
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NOTE 18 Fees paid to the Statutory
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Asbestos-related litigation in Braz
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Statutory Auditors’ report on the
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Main subsidiaries by country and de
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Saint-Gobain Vetrotex Deutschland G
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Saint-Gobain Construction Products
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Saint-Gobain Building Distribution
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Subsidiaries: Saint-Gobain Technica
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CHINA €1 = CNY 10.227 Saint-Gobai
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Table of concordance 1 Person respo
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COMPAGNIE DE SAINT-GOBAIN France He
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Notes 232 Saint-Gobain - Financial
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