saint-gobain's Board of
Directors proposes the renewal of BENOIT BAZIN's MANDATE and the
appointment of three new independent directors
Following the appointment in June
2024 of Benoit Bazin as Chairman and Chief Executive Officer, the
Board of Directors unanimously decided at its meeting of
November 28, 2024
to submit the following governance resolutions to the
General Shareholders' Meeting of June 5, 2025:
·
Renewal of
Benoit Bazin's mandate, it being
specified that, in this case, the Board will reappoint Benoit Bazin
as Chairman of the Board of Directors and Chief Executive Officer
of Saint-Gobain and will maintain the role of Jean-Francois Cirelli
as Lead Independent Director and Vice-Chairman of the Board, in accordance with
the bylaws.
·
Appointment of
three new independent directors following the expiry of
three mandates: Maya Hari, a Singaporean national,
Chief Executive Officer of Terrascope, Antoine de Saint-Affrique, a French
national, Chief Executive Officer of Danone, and Hans Sohlström, a Finnish national,
President and Chief Executive Officer of Stora Enso. In the event
of a positive vote, the proportion
of independent directors will be increased from 82% to 93%
(excluding employee directors and directors representing employee
shareholders in accordance with the Afep-Medef Code), i.e.
100% excluding the Chairman and
Chief Executive Officer.
Renewal of Benoit Bazin's
mandate
If the General Meeting re-elects
Benoit Bazin as a Director, the Board of Directors will reappoint
him as Chairman of the Board of Directors and Chief Executive
Officer of Saint-Gobain. In accordance with the bylaws, Jean-François Cirelli will
continue to act as Lead Independent
Director and Vice-Chairman of the Board of
Directors, with the same enhanced powers and resources that have
been granted to him since June 2024.
The reappointment of Benoit
Bazin ensures continuity
and is a recognition of the success of Saint-Gobain's strategy
implemented since 2019 through the "Transform &
Grow" and
then "Grow &
Impact" plans, and
of the Group's strong financial and operational performance,
despite a difficult geopolitical and macroeconomic
environment:
-
In the third quarter of 2024, the Group
announced it expected a further increase in its operating margin in 2024, which will
therefore be double-digit
for the 4th consecutive
year;
-
Following on from the recent acquisitions of
Chryso in 2021, GCP and Kaycan in 2022, Building Products of Canada
in 2023, CSR in Australia and Bailey in Canada in the first half of
2024, the Group continued to deploy its capital in high-growth regions and in
construction chemicals with the acquisitions of FOSROC in
India and the Middle
East, and OVNIVER
in Mexico, announced in June and August 2024, respectively;
-
Saint-Gobain's share price has continued to rise,
placing it among the top 3
best performers on the CAC 40 in 2024 (as was the
case in 2023);
-
The annual "Me@Saint-Gobain" survey of Saint-Gobain employees in
October 2024 reached a new record for participation (89%),
commitment (84%) and confidence in the
Group's future among Saint-Gobain employees
(89%), a steady increase over recent years.
Since the start of its
transformation (launched in early 2019), Saint-Gobain's success is
evident in many areas:
-
Strategic positioning of the Group as
worldwide leader in
light and sustainable
construction;
-
Rapid geographical shift, with 2/3 of operating income
now coming from fast-growing regions (North America, Asia and
emerging countries), and the establishment of a leading position in
construction chemicals;
-
Increased agility and operational responsibility
for teams as part of a new country organization;
-
Double-digit operating margin every year since
2021; doubling of net profit; tripling of cash generation
and an increase of close to 50%
in value creation (ROCE) since 2018;
-
The share price has tripled since January 2019 and
doubled since 2021, with an average annual TSR of 27% since
2021;
-
34% reduction in CO2 emissions (in
scope 1 and 2 since 2017) and 44% reduction in the Group's carbon
intensity per euro of sales.
The in-depth work carried out by the
Board of Directors in 2023 and 2024 to strengthen both the
independence of the Board and the effectiveness of the Group's
governance, with the appointment of Benoit Bazin as Chairman and
Chief Executive Officer, has borne fruit, providing clear, embodied
responsibility for the management of the Group, optimal alignment
between the strategic direction
proposed by Benoit Bazin and then validated by the
Board, and its execution
in a decentralized, multi-local
international organization. The result is proximity, speed of
execution, greater commitment and simplicity for our teams,
directors and
shareholders.
Appointment of Maya Hari, 47, of Singaporean nationality,
Chief Executive Officer of Terrascope, as a new
Independent
Director
Maya Hari has held leadership
positions in India and Singapore during her career, with
operational responsibilities covering the Asia-Pacific region for
technology majors such as Twitter, Google and Microsoft,
and as CEO of Terrascope, a climate technology
company.
She will contribute to the Board her
in-depth understanding of the Indian and pan-Asian markets, useful
for Saint-Gobain's development in Asia and emerging countries. She
will also bring an entrepreneurial perspective and strong expertise
in AI innovation, digital technology and sustainability.
Finally, Maya has a proven track
record in the governance of listed companies, serving on the boards
of Axiata Group and CIPLA Ltd.
Appointment of Antoine de Saint-Affrique, 59, of French
nationality, Chief Executive Officer of Danone, as a
new Independent Director
Antoine de Saint-Affrique will bring
to the Board the benefit of his extensive international experience
as Chief Executive Officer of Danone, and previously Chief
Executive Officer of Barry Callebaut and senior executive of
Unilever, responsibilities which enabled him to acquire solid
skills in industry, CSR, strategy, climate, finance (with vast
M&A experience), digital and innovation. He also has extensive
sales and marketing experience in the consumer goods and B to B
sectors.
He has a global perspective, having
worked in many countries (USA, Netherlands, Hungary, Russia,
the United Kingdom and
Switzerland) and managed global businesses since 2009. Finally,
Antoine will also bring his extensive governance experience, on the
boards of Danone, Essilor, Barry Callebaut and Burberry
Group.
Appointment of Hans Sohlström, 60, of Finnish nationality,
President and Chief Executive Officer of Stora Enso, as a
new Independent Director
Hans Sohlström has extensive
international experience as President and CEO of several companies,
including Stora Enso, Ahlstrom-Munksjö, Ahlström Capital and Rettig
Group, responsibilities that have given him strong
industrial, CSR,
climate and
innovation skills. He has
in-depth knowledge of the construction and materials sector thanks
to his experience at UPM, Ahlstrom-Munksjö and Stora
Enso.
He has an excellent understanding of
the European markets, particularly the Scandinavian ones. Hans will
bring extensive experience in corporate governance to the Board,
having served on the boards of several listed and
private companies,
including Ahlstrom-Munksjö, Uponor and Stora Enso. He will also
bring financial expertise in M&A, having been involved in
numerous transactions during his career.
These three appointments are linked
to the departure from the Board, after the Annual General Meeting
of June 2025, of Pamela Knapp and Gilles Schnepp (who would not be
independent if reappointed) and Agnès Lemarchand (who has reached
the age limit).
If shareholders approve these
appointments, the Board will comprise 45% women (calculated in accordance
with the Afep-Medef Code, excluding the directors representing
employees and employee shareholders, of whom 2 out of 3 are women),
45% directors of foreign
nationality, with 6 nationalities (France, Singapore, Belgium,
Finland, Canada and Germany) representing the 3 main continents
(North America, Europe, Asia) on which the Group operates
(calculated excluding directors representing employees and
representing employee shareholders whose appointment is not
directly controlled by shareholders and by other directors given
their appointment process) and 93% independent (calculated in
accordance with the Afep-Medef Code, excluding directors
representing employees and employee shareholders), i.e.
100% independent directors
excluding the Chairman and Chief Executive
Officer.
The arrival of Maya Hari, Antoine de
Saint-Affrique and Hans Sohlström, following the appointment in
June 2024 of Sophie Brochu (a Canadian national), Hélène de Tissot
and Geoffroy Roux de Bézieux (French nationals), will further renew
the Board. Their inclusion will strengthen the Board's
international experience and increase the proportion of executive
directors.
Jean-François Cirelli, Lead Independent
Director,
said:
"During the Board's annual self-assessment, the directors were
unanimous in underlining the excellent way in which Benoit Bazin
has taken on his role as Chairman of the Board and Chief Executive
Officer, and the very good interaction we enjoy.
In
addition, the Board welcomes the profound and successful
transformation of the Group since 2019, as well as the success of
the "Grow & Impact" plan launched in 2021, which have created
strong shareholder value over the last few years,
supported
by the acceleration of the Group's
development internationally and in construction
chemicals.
The Group's results are remarkable in a difficult environment
and we have every confidence in Benoit Bazin and his team to
continue this momentum in the best interests
of Saint-Gobain."
Benoit Bazin, Chairman and CEO of Saint-Gobain,
said:
"I
am extremely honored by the confidence placed in me by the Board of Directors. If
the shareholders so decide, it is with pride and enthusiasm that I
will continue my mission as Chairman of the
Board and Chief Executive Officer of Saint-Gobain. I am also
delighted with the quality of the relationship I have established
with Jean-François Cirelli, Lead Independent
Director and Vice-Chairman of the Board, and with
all the members of the Board of Directors.
I
would also like to thank the Saint-Gobain teams who work with me to
ensure the Group's success: their commitment
underscores my confidence in the
future.
Finally, I am very pleased that the appointments of Maya Hari,
Antoine de Saint-Affrique and Hans Sohlström will be proposed to
shareholders. They will add to the expertise and strength of the
Board and will be able to play a key role as
Independent
Directors."
Biography of Maya
Hari
Maya Hari began her career in 2000
in Strategy roles at Schlumberger in India and then at Cisco System
in the United States.
After completing an MBA at INSEAD,
she worked in the marketing departments of Google and then
Microsoft in India. She gained her first entrepreneurial experience
by co-founding an e-commerce platform, before becoming Country
Manager and Head of Digital Transformation for Condé Nast in India
in 2009.
In 2013, she joined Samsung
Electronics in Singapore as Director of Digital Marketing and
Social Media for South-East Asia and Oceania, followed by Twitter
two years later, where she held a number of senior positions,
including Vice-President and General Manager for Asia-Pacific, and then
Vice-President for
Strategy and Operations.
Since 2021, she has been the CEO of
Terrascope, which she founded to help large companies reduce their
emissions and decarbonize
their value chain using
artificial intelligence.
Biography of Antoine de
Saint-Affrique
Antoine de Saint-Affrique began his
career with Unilever in 1989, where he worked for almost 15 years
in marketing functions in France, the United States and the
Netherlands, before holding a number of management positions in
Central and Eastern Europe and the United Kingdom.
In 2015, he left Unilever to become
Managing Director of Barry Callebaut in Switzerland, a position
he held until
2021.
He has been Chief Executive Officer
of Danone since September 2021.
Biography of Hans
Sohlström
Hans Sohlström began his career in
1989 at UPM, an integrated paper company, where he spent almost 24
years in various management positions, including 4 years in
France.
In 2012, he joined Rettig Group, a
family-owned Finnish group with diversified activities in 28
countries (notably in heating, ventilation and air conditioning
systems, in which it is a leader in Europe), as President and CEO.
In 2016, he was appointed President and CEO of Ahlström Capital,
and Chairman of Ahlstrom, which he merged with Munksjö to create
Ahlstrom-Munksjö, a global fiber-based solutions company, of
which he became Chairman, then President and CEO in
2018.
In 2023 he joined, as President and
CEO Stora Enso, an integrated company that
develops and produces wood and biomass-based solutions for a wide
range of industrial sectors and applications worldwide in the
fields of packaging, biomaterials and wood construction. As a
forest owner, Stora Enso is one of the world's leading private
players in the wood industry.
About Saint-Gobain
Worldwide leader in light and sustainable
construction, Saint-Gobain designs, manufactures and distributes
materials and services for the construction and industrial markets.
Its integrated solutions for the renovation of public and private
buildings, light construction and the decarbonization of
construction and industry are developed through a continuous
innovation process and provide sustainability and performance. The
Group's commitment is guided by its purpose, "MAKING THE WORLD A
BETTER HOME".
€47.9 billion in
sales in 2023
160,000 employees, locations in 76
countries
Committed to achieving net zero
carbon emissions by 2050
For more information about Saint-Gobain,
visit www.saint-gobain.com
and follow us on X @saintgobain
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