sain t-gobain annu al report 2008 annual report

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Yuko HARAYAMA
Professor at Tohoku University (Japan)
Yuko Harayama, 58, a Japanese citizen, does not hold
any other directorships. She owns 800 Saint-Gobain shares.
Tohoku University
6-6-11-805 Aoba, Aramaki, Aoba-ku, Sendai 980-8579 (Japan)
Sylvia JAY
Vice-Chairman of L’Oréal UK
Lady Jay, 62, a British citizen, is also a Director of Alcatel Lucent
and Lazard Limited, Chairman of Pilgrim Trust and Food
from Britain, and a Trustee of the Entente Cordiale Scholarship
Scheme, the Prison Reform Trust and The Body Shop
Foundation. She owns 800 Saint-Gobain shares.
255 Hammersmith Road, London W6 8 AZ (United Kingdom)
Jean-Bernard LAFONTA
Chairman of the Managing Board of Wendel
Jean-Bernard Lafonta, 47, is also Chairman of the Supervisory
Board of Bureau Veritas, Chairman of the Board of Directors
of Winvest International SA SICAR, a Director of Legrand
and Trief Corporation, a member of the Supervisory Board
of Oranje-Nassau Groep BV and of the Managing Board
of Materis Parent SARL, legal manager of Winvest Conseil,
a member of the Supervisory Board of Alteneis 2, Chairman
of CDA, and legal manager of Granit, JBMN, Société Civile
Hautmer, Société Civile Ilbano.
He owns 800 Saint-Gobain shares.
89, rue Taitbout - 75009 Paris
Gérard MESTRALLET
Chairman & Chief Executive Officer of GDF Suez
Gérard Mestrallet, 59, is also a member of the Supervisory
Board of Axa and a Director of Pargesa Holding. Within
the Suez Group, Mr. Mestrallet is Chairman of the Board
of Directors of Suez-Tractebel, Suez Environnement, Electrabel,
Suez Energie Services, Hisusa and Suez Environment Company,
and Vice-Chairman of Sociedad General de Aguas de Barcelona.
He owns 840 Saint-Gobain shares.
16 rue de la Ville-l’Evêque - 75008 Paris (France)
Michel PÉBEREAU
Chairman of the Board of Directors of BNP Paribas
Michel Pébereau, 67, is also a Director of Lafarge, Total,
Pargesa Holding, EADS and BNP Paribas Suisse, a member
of the Supervisory Board of Axa and Banque Marocaine pour
le Commerce et l’Industrie, and a Non-Voting Director
of Galeries Lafayette. He is also Chairman of the Commission
Banque d’Investissement et de Marchés of the Fédération
Bancaire Française, President of Institut de l’Entreprise,
Chairman of the Management Board of Institut d’Études
Politiques de Paris and of the Supervisory Board of Institut
Aspen France, member of the Académie des Sciences Morales
et Politiques, the Haut Conseil de l’Éducation, the Executive
Council of the MEDEF, the Institut International d’Études
Bancaires, the European Financial Round Table,
the International Advisory Panel of the Monetary Authority
of Singapore, the International Capital Markets Advisory
Committee of the Federal Reserve Bank of New York
and the International Business Leaders’ Advisory Council
for the Mayor of Shanghai. He owns 820 Saint-Gobain shares.
3 rue d’Antin - 75002 Paris (France)
Denis RANQUE
Chairman & Chief Executive Officer of Thales
Denis Ranque, 57, is also Chairman of the Supervisory Board
of Thales International, Chairman of the Board of Directors
of Mines Paris Tech and of the Cercle de l’Industrie, First
Vice President of GIFAS and a Director of Fondation de l’École
Polytechnique. He owns 800 Saint-Gobain shares.
45, rue de Villiers - 92526 Neuilly sur Seine Cedex (France)
Jean-Cyril SPINETTA
Chairman of the Board of Directors of Air France-KLM
Jean-Cyril Spinetta, 65, is also Chairman of the Board
of Directors of Groupe Air France and a Director of Alcatel
Lucent, La Poste and GDF Suez. He owns 800 Saint-Gobain
shares.
45, rue de Paris - 95747 Roissy-Charles de Gaulle Cedex (France)
• Board secretary: Bernard FIELD,
Corporate Secretary of Compagnie de Saint-Gobain
Membership of the Board of Directors
On the recommendation of the Appointments Committee,
the Board of Directors conducted a new review of each
director’s situation in relation to the independence criteria
set out in the AFEP-MEDEF corporate governance code
for publicly listed companies. Based on this review, the Board
concluded that all of these criteria were met by seven
of the sixteen directors at March 1, 2009 – Isabelle Bouillot,
Robert Chevrier, Jean-Martin Folz, Yuko Harayama, Sylvia Jay,
Denis Ranque and Jean-Cyril Spinetta – and that these seven
directors could therefore be qualified as independent.
This is one less director than recommended in the corporate
governance code, due to the presence on the Board of two
directors (three as from the Annual General Meeting of June 4,
2009) representing Wendel, which owns approximately 20%
of the capital. One seat on the Board is held by a representative
of employee shareholders (Bernard Cusenier) but there are
no directors elected by employees or non-voting directors.
The company’s bylaws stipulate that each director must
hold at least 800 shares.
Re-election of Directors
The dates on which the current directors were first elected
to the Board and the starting dates of their current terms are
as follows:
Saint-Gobain - 2008 Annual Report