sain t-gobain annu al report 2008 annual report

Fees paid by the Group to the Auditors and the members of their network for 2008
Audit
Statutory and contractual audits
Compagnie de Saint-Gobain Issuer
Fully-consolidated subsidiaries
PricewaterhouseCoopers Audit
Amount (in € millions,
excluding tax)
(%) Amount (in € millions,
excluding tax)
KPMG
2008 2007 2008 2007 2008 2007 2008 2007
0.7
10.7
0.7
10.5
Total 11.4 11.2 93 84 12.8 11.4 99 98
6
87
5
79
0.7
12.1
0.7
10.7
5
94
(%)
6
92
Other audit-related services
Compagnie de Saint-Gobain Issuer
Fully-consolidated subsidiaries
0.5
0.3
0.4
1.7
Total 0.8 2.1 7 15 0.1 0.2 1 2
4
3
3
12
Subtotal 12.2 13.3 100 99 12.9 11.6 100 100
0.0
0.1
0.0
0.2
0
1
0
2
Other services provided by members
of the network to fully-consolidated
subsidiaries
Legal and tax advice
Other (fees representing over 10%
of the audit fees)
0
0
0
0.1
0
0
0
1
0
0
0
0
0
0
0
0
Subtotal 0.0 0.1 0 1 0 0 0 0
TOTAL 12.2 13.4 100 100 12.9 11.6 100 100
108
Bylaws
Compagnie de Saint-Gobain is a French société anonyme
governed by articles L.210-1 et seq. of France’s Commercial
Code. Its head office is at Les Miroirs, 18 avenue d’Alsace,
92400 Courbevoie (phone: +33 (0) 1 47 62 30 00) and
it is registered in Nanterre under no. 542039532.
Its APE business identifier code is 741 J and its Siret code
is 54203953200040.
The company’s corporate purpose is to conduct and manage,
in France and internationally, any and all industrial,
commercial, financial, securities and real estate transactions
related to its manufacturing activities, through French
or foreign subsidiaries or affiliates or otherwise (article 3
of the bylaws). The company’s fiscal year runs from January 1 to
December 31. Its term will be wound up on December 31, 2040,
unless it is wound up before that date or its term is extended.
Official documents concerning the company may
be consulted at the head office, Les Miroirs, 18, avenue d’Alsace,
92400 Courbevoie (Investor Relations Department).
Special clauses in the bylaws
Special clauses contained in the bylaws are as follows:
Disclosure thresholds
The bylaws require shareholders to disclose to the company,
within five trading days, any increase in their interest to above
0.50% of the capital or voting rights or any multiple thereof,
or any reduction in their interest to below any of these
thresholds. This disclosure requirement applies to shares
held either directly or indirectly, as well as to the combined
interests of shareholders acting in concert. Failure to comply
with these disclosure rules may result in the undisclosed
shares being stripped of voting rights for a period of two
years from the date when the non-disclosure is remedied,
at the request of one or more shareholders representing
at least 3% of the capital or voting rights, as recorded
in the minutes of the General Meeting. These disclosure
thresholds were decided by the Annual General Meetings
of June 23, 1988, June 15, 1990 and June 10, 2004.
In addition, the company may request disclosure
of information about its ownership structure
and ownership of its shares in application of the relevant
laws and regulations.
Saint-Gobain - 2008 Annual Report