TIDMCOD
RNS Number : 5238U
Compagnie de Saint-Gobain
23 November 2023
evolution of SAINT-GOBAIN's gOVERNANCE
As a natural conclusion of the transition period that began in
2021 , and in order to ensure the governance structure best suited
to its ambitions as well as to the challenges and opportunities it
faces, Saint-Gobain's Board of Directors has unanimously taken the
following decisions:
- The functions of Chairman and Chief Executive Officer will be
combined, and Benoit Bazin, Chief Executive Officer since 2021, is
appointed Chairman and Chief Executive Officer effective from the
close of the General Shareholders' Meeting to be held on June 6,
2024;
- Jean-Francois Cirelli, Independent Director since 2020, will
be appointed Lead Independent Director and Vice-Chairman of the
Board from the close of said meeting;
- The Lead Independent Director's powers will be enhanced, and
the bylaws will provide that the Board must appoint a Lead
Independent Director and Vice-Chairman of the Board in case of
combination of the functions of Chairman and Chief Executive
Officer or if the Chairman is not independent;
- The proportion of Independent Directors will increase to 82%
with the three new Independent Directors who will be proposed at
the General Shareholders' Meeting: Sophie Brochu, former CEO of
Hydro-Québec, Hélène de Tissot, CFO of Pernod Ricard, and Geoffroy
Roux de Bézieux, entrepreneur.
As announced when his mandate was renewed in 2022, Pierre-André
de Chalendar will retire as Chairman at the close of the General
Shareholders' Meeting on June 6, 2024. He has also informed the
Board of his decision to resign from the Board at that time.
In this context, the Board of Directors has been working in
depth since 2021 to enhance the effectiveness of the Group's
governance and the independence of the Board, by restructuring the
balance of power within it.
The Board considers that combining the functions of Chairman and
Chief Executive Officer after the transition period is the best
solution for the Group. In addition, to enhance the balance and
solidity of the Board, it has decided to propose to the General
Shareholders' Meeting that the obligation to appoint a Lead
Independent Director with reinforced powers be provided in the
Company's bylaws. Lastly, subject to a positive vote by the General
Shareholders' Meeting on the Board's proposals, the proportion of
Independent Directors on the Board will increase from 73% to
82%.
Dynamic governance embodying the Group's clear strategy
The Board has decided to combine the functions of Chairman and
Chief Executive Officer taking into account the Group's specific
characteristics and its environment.
It will ensure clear and unambiguous responsibility in the
Group's leadership, as well as optimal alignment between the
strategic directions validated by the Board and their
implementation in a decentralized and multi-local international
organization. It will also provide proximity, responsiveness and
simplicity for teams, Directors, and shareholders.
The Board has also taken into account the skills and experience
of Benoit Bazin, who, beyond his strategic vision and precise,
in-depth knowledge of the Group, has demonstrated his ability to
transform Saint-Gobain's business portfolio as well as its
operational, financial, social and environmental performance,
whilst maintaining a regular and constructive dialogue with the
Board of Directors.
Pierre-André de Chalendar, Chairman of the Board , said: "During
a harmonious transition period, the Board of Directors took the
time to reflect on the most appropriate governance for
Saint-Gobain. The choice of combining functions was a natural one,
and I am delighted that Benoit Bazin be appointed Chairman and
Chief Executive Officer of the Group. With his strategic vision,
Benoit has played a decisive role in the design, implementation and
success of the Group's transformation, as Chief Operating Officer
from 2019, then as Chief Executive Officer since 2021. He truly
embodies the values and future of Saint-Gobain and will continue to
develop it in the interests of all stakeholders."
Benoit Bazin, Chief Executive Officer , said: "I am deeply
honored to be appointed as Chairman of the Board of Directors from
next June. I thank all our Directors for their trust, and would
like to particularly acknowledge Pierre-André de Chalendar, with
whom I have worked for many years. The transition went particularly
well with Pierre-André, thanks to his knowledge of Saint-Gobain and
its sector, and our long experience of working together. During
this period, Saint-Gobain's ambitious strategic plan has truly
united our teams: it has demonstrated its relevance and
effectiveness, and is contributing today to the Group's record
performance and resilience in a challenging market environment. I
look forward to continuing and further deepening this work as
Chairman and Chief Executive Officer, supported by the commitment
and strength of the Executive Committee and in direct connection
with an independent, strong and, renewed Board of Directors."
Appointment of a Lead Independent Director with enhanced
powers
The Board has decided to appoint Jean-François Cirelli
(biography appended) as Lead Independent Director and Vice-Chairman
of the Board at the close of the General Shareholders' Meeting on
June 6, 2024, and subject to such Shareholders' Meeting's vote,
given the mandate of Jean-Dominique Senard - the current Lead
Independent Director - is coming to an end and cannot be renewed
due to the statutory age limit.
The Lead Independent Director will be responsible for ensuring
the proper functioning of the Company's corporate governance
bodies. He will act as a point of contact for shareholders on
corporate governance issues, and will be able, in particular, to
place items on the agenda of any meeting of the Board, convene
executive sessions of Directors and have Board meetings
convened.
The Board has also decided to propose to the General
Shareholders' Meeting to amend the bylaws to make it compulsory to
appoint a Lead Independent Director notably in case of combination
of the functions of Chairman and Chief Executive Officer and to
amend the Board's internal rules to enhance the powers of the Lead
Independent Director.
A description of all the powers and resources available to the
Lead Independent Director is set out in the Board of Directors'
internal rules, which are available on the Company's website (
https://www.saint-gobain.com/en/group/corporate-governance ).
Jean-Dominique Senard , Lead Independent Director, said: "I am
delighted by these decisions taken unanimously by the Board of
Directors of Saint-Gobain after in-depth work in line with best
practices, with a view to ensure the right governance for the
Group. I am very happy that Benoit Bazin becomes Chairman and Chief
Executive Officer of the Group, following a smooth and
well-prepared transition with Pierre-André de Chalendar, and that
Jean-François Cirelli will be taking over my role as Lead
Independent Director to work with Benoit Bazin."
Jean-François Cirelli , Lead Independent Director and
Vice-Chairman of the Board with effect from the General
Shareholders' Meeting of June 6, 2024, said: "I am honored that the
Board has chosen me as Lead Independent Director and Vice-Chairman
of Saint-Gobain, to work with Benoit Bazin as Chairman. I intend to
fully exercise this role in the interest of the company, its
shareholders and all its stakeholders. I will ensure that the Board
functions as smoothly as possible and that it has the necessary
balance of powers, reinforced by an even higher representation of
Independent Directors. I will also be available to meet
shareholders on governance issues, as Jean-Dominique Senard
currently does every year."
A Board of Directors with strong skills and independence
In view of the departures in 2024 of Pierre-André de Chalendar,
Jean-Dominique Senard, and Iêda Gomes Yell who did not wish to see
her term of office renewed as she will reach the age limit before
the end of a renewed term of office, the Nomination and
Remuneration Committee recommended that the Board submit to the
next General Shareholders' Meeting the appointments of Sophie
Brochu, Hélène de Tissot and Geoffroy Roux de Bézieux (biographies
appended).
These three proposals will ensure changes in the environment are
anticipated as effectively as possible and are in line with the
following conclusions of the Board's 2022 assessment: one or more
serving or former executive officers with such experience in other
major groups, a serving chief financial officer and a director with
expertise in climate change issues. They are the result of research
entrusted to a specialist consultant, at the request of the
Appointments and Remuneration Committee and in conjunction with the
work carried out under the aegis of the Lead Independent
Director.
If shareholders approve the proposed appointments and renewal at
the General Shareholders' Meeting on June 6, 2024, the Board of
Directors will comprise 82% Independent Directors, 37% foreign
Directors and 55% women (excluding Directors representing employees
and employee shareholders, in accordance with the Afep-Medef
code).
****
BIOGRAPHIES
Jean-François Cirelli
Jean-François Cirelli began his career at the Treasury
Department of the Ministry of Economy and Finance between 1985 and
1995, where he was in particular in charge of housing policy,
before joining the French President's Office as an economic advisor
in 1995. In 2002, he was appointed Deputy Director of the Prime
Minister's Office, with responsibility for economic, industrial and
social affairs.
In 2004, Jean-François Cirelli was appointed Chairman and Chief
Executive Officer of Gaz de France, a position he held until 2008.
From 2008 to 2014, he was Vice-Chairman and Chief Operating Officer
of GDF SUEZ (now ENGIE). From 2012 to 2014, he also managed all GDF
SUEZ energy activities in Europe.
In 2016, Jean-François Cirelli was appointed Senior Advisor to
Advent International, and Chairman of BlackRock France, Belgium and
Luxembourg. He holds corporate mandates at Idemia, Saur SAS and MET
Holding AG (non-listed companies).
Jean-François Cirelli has been a Director of Saint-Gobain since
June 2020 and Chairman of the Nomination and Remuneration Committee
since June 2022. He is an individual Director of Saint-Gobain, and
does not represent BlackRock on the Board of Directors.
Jean-François Cirelli notably brings to the Board of Directors
his experience as an executive of international groups and his
operational knowledge of the industry, as well as his skills in
governance, finance, strategy, human resources and social
environment, and climate.
Sophie Brochu
Sophie Brochu began her professional career in 1987 as a
financial analyst with SOQUIP (Société Québécoise d'Initiatives
Pétrolières), the Quebec government corporation responsible for
developing Quebec's natural gas network at the time.
She joined Energir in 1997 and was appointed President and Chief
Executive Officer in 2007, a position she held until 2019. Under
her leadership, the gas distributor added renewable natural gas
(biomethane) to its supply portfolio and became a leading player in
the wind and solar sectors, both in Canada and the United
States.
From 2020 to April 2023, she assumed the role of Chairwoman and
Chief Executive Officer of Hydro-Québec, Canada's largest
electricity producer and one of the world's largest hydroelectric
producers, with assets of C$90 billion and 4.5 million customers
across Quebec.
She was a member of the Board of Directors of Bell Canada and
BCE Inc. between 2010 and 2020.
Sophie Brochu has been a Director of Bank of Montreal since
2011, and of CGI and CAE since 2023.
In line with the areas of research identified by the Board of
Directors at the end of 2022, Sophie Brochu will notably bring to
the Board her experience as an executive corporate officer and her
expertise in climate change.
Hélène de Tissot
Hélène de Tissot began her professional career in 1994 as a tax
lawyer specializing in international taxation with Arthur
Andersen.
She joined the Pernod Ricard Group in 2002 as Group Tax
Director, contributing to transformational transactions such as the
acquisitions of Allied Domecq or Vin & Spirit.
She was appointed Chief Financial Officer of Pernod Ricard Asia,
based in Hong Kong, in 2010, Chief of the Mergers &
Acquisitions and Strategy Department in 2016 and Chief Financial
Officer, IT and Operations Director of the Pernod Ricard Group in
2018.
In line with the areas of research identified by the Board of
Directors at the end of 2022, Hélène de Tissot will notably bring
to the Board her experience as a current Chief Financial
Officer.
Geoffroy Roux de Bézieux
Geoffroy Roux de Bézieux began his professional career in 1986
with L'Oréal in France, then in the UK in a marketing function,
before moving to Poland, where he set up a Polish subsidiary of the
L'Oréal group.
In 1996, he founded The Phone House, the first chain of stores
dedicated to mobile telephony, which he sold to the listed group
Carphone Warehouse, where he became Chief Operating Officer and a
board member until 2004. In 2004, he founded a mobile network
operator that became Virgin Mobile in 2006, a company he sold to
Numericable in 2014. In 2014, he and his partners set up the Isaïe
venture capital fund, aimed at technology start-ups, and in which
he remains a shareholder.
In 2016, he founded the Notus Technologies group, an asset-based
group active in the agri-food industry, leisure and new
technologies.
Geoffroy Roux de Bézieux was Chairman of the CroissancePlus
association from 2005 to 2008, Chairman of Unédic from 2008 to 2010
and Vice-Chairman of MEDEF (Mouvement des Entreprises de France)
from 2013 to 2018 before becoming its Chairman from July 2018 to
July 2023.
He was a member of the Supervisory Board of Groupe PSA (now
Stellantis) between 2007 and 2019, and Lead Independent Director
and Vice-President from 2015 to 2019. He is a member of the Board
of Directors of Parrot and Bureau Veritas.
In line with the areas of research identified by the Board of
Directors at the end of 2022, Geoffroy Roux de Bézieux will notably
bring his experience as an entrepreneur and executive corporate
officer to the Board of Directors.
About Saint-Gobain
A worldwide leader in light and sustainable construction,
Saint-Gobain designs, produces and distributes materials and
services for the housing and industrial markets. Developed through
a dynamic process of continuous innovation, its integrated
solutions for the renovation of public and private buildings,
lightweight construction and the decarbonization of the
construction and industrial sectors deliver sustainability and
performance. The Group's commitment is guided by its purpose:
MAKING THE WORLD A BETTER HOME.
Sales of EUR51.2 billion in 2022
168,000 employees, locations in 75 countries
Committed to achieving Carbon Neutrality by 2050
Find out more about Saint-Gobain on www.saint-gobain.com and
follow us on X @saintgobain
Analyst/investor relations Press relations
-------------------------------------------------
Vivien Dardel: +33 1 88 54 29 77 Patricia Marie : +33 1 88 54 26 83
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Floriana Michalowska: +33 1 88 54 19 09 Laure Bencheikh : +33 1 88 54 26 38
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Alix Sicaud: +33 1 88 54 38 70 Flavio Bornancin-Tomasella : +33 1 88 54 27 96
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James Weston: +33 1 88 54 01 24
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