June 6, 2024, Saint-Gobain held its Shareholders’ Meeting, at the close of which it also held a Board of Directors’ meeting in the composition resulting from the Shareholders’ Meeting.
Implementation of the new governance structure
At the meeting, which was attended by 75.63 percent of the voting rights, all the proposed resolutions were adopted by a very large majority.
Shareholders approved the appointment of 3 new Independent Directors:
- Sophie Brochu, former Chairman and Chief Executive Officer of Hydro-Québec (Canada);
- Hélène de Tissot, Chief Financial Officer of Pernod Ricard Group, and;
- Geoffroy Roux de Bézieux, entrepreneur.
Shareholders also approved the renewal of Jean-François Cirelli as a Director.
The proposal to amend the by-laws to make the appointment of a Lead Independent Director compulsory was approved.
The Board reiterated its unanimous decision of November 23, 2023, to combine the functions of Chairman and Chief Executive Officer and to appoint Benoit Bazin as Chairman and Chief Executive Officer with effect from today.
The Board also decided, as per its intention announced in November 2023, to appoint Jean-François Cirelli as Lead Independent Director and Vice-Chairman of the Board. In particular, 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 of Directors also reiterated its decision, taken on November 23, 2023, to amend the Board’s Internal Regulations to enhance the powers of the Lead Independent Director.
Taking into account its new composition, the Board has reorganized its committees as follows, with effect from June 6:
- 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)
To read the full report of these meetings click here.