sain t-gobain annu al report 2008 annual report

Board of Directors
The company is administered by a Board of Directors with
at least three members and no more than sixteen members
(Annual General Meeting of June 5, 2008), including one
director representing employee shareholders (Annual General
Meeting of June 6, 2002).
Directors are elected for a four-year term. The age limit
for holding office as a director is 70, or 68 for the Chairman
of the Board. The Board may decide to combine the functions
of Chairman of the Board and Chief Executive Officer. The age
limit for holding office as Chairman and Chief Executive
Officer is 65, the same as for the Chief Executive Officer and
the Chief Operating Officer (Annual General Meetings
of June 6, 2002 and June 5, 2003).
A Director or the Chairman of the Board (whether or not
he is also Chief Executive Officer) who reaches the age limit
steps down at the close of the Annual General Meeting called
to approve the financial statements for the year of their 70th,
68th or 65th birthday, as applicable.
The Board of Directors determines the company’s overall
strategy and examines any issues related to the efficient
operation of the business (Annual General Meeting of June 6,
2002).
The Board’s activities are organized and led by the Chairman
(Annual General Meeting of June 10, 2004).
Board meetings may be held using videoconference or other
interactive telecommunication technologies, to the extent
permitted by law (Annual General Meeting of June 28, 2001).
Each Director is required to hold at least 800 Compagnie
de Saint-Gobain shares (Annual General Meetings of June 24,
1999, June 28, 2001 and June 5, 2003).
General Meetings
Shareholders may participate in General Meetings in person
or by giving proxy, provided that they submit proof of their
identity and evidence of ownership of the shares as specified
in the notice of meeting, at least five days before the meeting
date, in accordance with legal requirements. The Board may
however reduce or waive the five-day requirement, provided
that the change is applied to all shareholders equally.
Shareholders may only give proxy to their spouse or to another
shareholder. Corporate shareholders are represented by their
legal representative or by any person designated by the legal
representative.
At all General Meetings, voting rights are exercisable
by the beneficial owner of the shares. Each shareholder has
a number of voting rights corresponding to the number
of shares held, without limitation.
However, double voting rights are allocated to fully paid-up
shares registered in the name of the same holder for at least
two years. In addition, in the case of a bonus share issue paid
up by capitalizing reserves, profits or additional paid-in capital,
bonus shares allocated in respect of registered shares
with double voting rights also carry double voting rights
from the date of issue (Annual General Meeting
of February 27, 1987).
Double voting rights are forfeited when the shares are
converted to bearer form or sold. However, double voting
rights are not forfeited when title is transferred by way
of an inheritance or as a result of the liquidation of the marital
estate or an inter vivos donation to a spouse or a relative
in the direct line of succession, and the transfer is not taken
into account for the purpose of determining the two-year
qualifying period.
Shareholders may vote by post in accordance
with the applicable laws and regulations.
Appropriation of income
Each year, 5% of net income for the year less any losses
brought forward from prior years is credited to the legal
reserve, until such time as the legal reserve represents 10%
of the capital. If the capital is increased, the same transfer
requirement applies until the legal reserve represents 10%
of the new capital.
Distributable income corresponds to net income for the year
less any losses brought forward from prior years and less any
amounts to be credited to reserves in application of the law
or the company’s bylaws, plus retained earnings.
The Annual General Meeting may appropriate all or part
of this amount to any contingency or special reserves
or to retained earnings, based on a recommendation
of the Board of Directors.
If these appropriations do not absorb the total amount of
distributable income, shareholders are paid a non-cumulative
first dividend equal to 5% of the paid-up par value of shares.
If any funds remain after paying the first dividend, they are
used to pay a second dividend.
The Annual General Meeting may decide to offer shareholders
the option of receiving all or part of the dividend
(or any interim dividend) in cash or in shares.
Compagnie de Saint-Gobain’s bylaws are available for
consultation at the company’s Legal Department. Copies
may be obtained from the Nanterre Commercial Court
(Greffe du Tribunal de commerce de Nanterre).
MANAGEMENT REPORT
109
Saint-Gobain - 2008 Annual Report