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(Boursier.com) — The Company of Saint Gobain held, on June 6, the Combined General Meeting of its shareholders. During the meeting, which gathered 75.63% of the voting rights, all the proposed resolutions were adopted by a very large majority.
At the end of the Meeting, the Saint-Gobain Company convened a Board of Directors in the composition resulting from this Meeting.
New governance structure
The shareholders approved the appointment of 3 new independent directors: Sophie Brochu, former President and CEO of Hydro-Québec (Canada); Hélène de Tissot, Financial Director of the Pernod Ricard group, and; Geoffroy Roux de Bézieux, entrepreneur.
The shareholders also approved the renewal of the directorship of Jean-François Cirelli.
The proposal to modify the statutes to make the appointment of an independent Lead 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 Chairman and Chief Executive Officer with effect from that day.
The Board also decided, as it announced its intention in November 2023, to appoint Jean-François Cirelli as Lead Director and Vice-Chairman of the Board. He will in particular be responsible for ensuring the proper functioning of the company’s governance bodies and will be a point of contact for shareholders on all these subjects.
The Board of Directors also reiterated its decision to modify the Internal Regulations of the Board taken on November 23, 2024 in order to strengthen the powers of the Lead Director.
Taking into account its renewed composition, the Board recomposed its committees
Saint-Gobain thus believes that it has “the governance structure best suited to its ambitions, its specificities and its environment. It will allow clear and embodied responsibility of the Group’s management”.
Saint-Gobain’s Board of Directors is now made up of 82% independent directors, 37% foreign directors and 55% women (excluding directors representing employees and employee shareholders, in accordance with the Afep code -Medef). He thus has renewed skills and reinforced independence.
Its committees are all chaired by independent directors.
The Board of Directors has appointed Pierre-André de Chalendar Honorary President. The latter resigned from his mandate as director and left the Board of Directors. The Board “warmly thanked Pierre-André de Chalendar for his commitment and his contribution to the success of the Group, as well as for the exemplary succession process that he implemented with Benoit Bazin”.
Jean-Dominique Senard and Iêda Gomes Yell are also leaving the Council, their mandates having expired. The directors welcomed “their contributions to the debates and decisions of the Board”.
Finally, the Board would like to thank both Jean-Dominique Senard and Pierre-André de Chalendar who, in their capacities as lead director and Chairman of the Board, have remarkably managed the transition period and the work of the Board relating to the new governance. .
Dividend policy
Shareholders approved the distribution of a dividend up 5% to 2.10 euros per share (2 euros for the 2022 financial year), with full payment in cash.
The dividend will be detached from the share on June 10, 2024 and paid from June 12, 2024.
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