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Governance

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By-laws and Business Conduct Policies

Pursuant to the Law of July 3, 2008, the Board of Directors, at its meeting on December 18, 2008, studied the provisions of the AFEP- MEDEF Code and decided that the Company shall refer to this Code of governance.

Company Governance

By-laws as of June 5, 2014
Business Conduct Policies

Board of Directors
> Composition of the Board of Directors

The administration of the Company is entrusted to Board of Directors whose members are appointed by the Shareholders’ Meeting.

Members of the Board of Directors as of October 15, 2014

As of October 15, 2014, the following persons are the 15 members of the Board of Directors:

Name

Age

Principal position (a)

Starting date of Director's term

Expiration date of Director's term (b)

Franck RIBOUD

58

Chairman of the Board
of Directors of Danone

1992

2016

Emmanuel FABER

50

CEO of Danone and Vice-Chairman
of the Board of Directors

2002

2016

Bruno BONNELL (c) (d)

55

Chairman of I-Volution

2002

2017

Richard GOBLET D'ALVIELLA (c)

65

Executive Chairman of Sofina SA

2003

2015

Jacques-Antoine GRANJON (c)

51

Chairman and Chief Executive Officer
of vente-privee.com

2012

2015

Marie-Anne JOURDAIN

56

Director representing
Danone’s employees

2014

2017

Jean LAURENT (c)

69

Chairman of the Board of Directors
of Foncière des Régions

2005

2015

Gaëlle OLIVIER

42

Chief Executive Officer of Axa General
Insurance

2014

2017

Benoît POTIER (c)

56

Chairman and Chief Executive Officer
of L'Air Liquide SA

2003

2015

Isabelle SEILLIER

54

Head of Financial Institutions EMEA of J.P Morgan

2011

2017

Mouna SEPEHRI (c)

50

Member of the Executive Committee,
Executive Vice-President of Renault SAS

2012

2015

Jean-Michel SEVERINO (c)

56

Head of I&P SARL

2011

2017

Virginia A. STALLINGS (c)

63

Professor of Pediatrics at the Children's Hospital
of Philadelphia

2012

2015

Bettina THEISSIG

52

Director representing
Danone’s employees

2014

2017

Lionel ZINSOU-DERLIN (c)

59

Chairman of PAI Partners SAS

2014

2017

(a)   Each Director's term of office and duties are detailed (in section 6.2 Positions and responsibilities of the Directors and nominees to the Board of Directors of the 2013 Registration Document).
(b)   Date of the Shareholders' Meeting.
(c)  Director deemed independent by the Board of Directors meeting held on February 19, 2014, upon recommendation of the Nomination and Compensation Committee (see section related to Review of Directors' independence of the 2013 Registration Document).
(d)  Regarding his Mr. Bruno BONNELL’s independence see section Review of Directors’ independence of the 2013 Registration Document.

As of April 29, 2014, the Board of Directors includes a Lead Independent Director, Mr. Jean LAURENT, who was appointed by the Board of Directors on February 18, 2013 upon recommendation of the Nomination and Compensation Committee (see section Board of Directors' rules of procedure of the 2013 Registration Document for a description of the Lead Independent Director's powers).

In addition, Mr. Michel DAVID WEILL was appointed Honorary Vice Chairman of the Board of Directors at the end of the Shareholders' Meeting of April 28, 2011; in such capacity he has an advisory role.

Finally, in accordance with the new provisions of the Act n°2013-504 of June 14, 2013 concerning job security, Mrs. Marie-Anne JOURDAIN and Mrs. Bettina THEISSIG were appointed by the Works Council on September 3, 2014 and by the European Works Council on September 6, 2014, respectively, as Directors representing employees, with voting rights.

Since their appointment, a single member of the Works Council attends Board meetings in an advisory capacity, compared with four members previously.

As of April 29, 2014, the Board of Directors of Danone presents the following characteristics:

Rate of independence

71%

Percentage of women

29%

Average age of Directors

56.1 years

Average duration of Directors' terms of office

7.4 years

Percentage of Directors with non-French nationality

29%

Directors’ terms of office

Duration and renewal of terms of office

Pursuant to the by-laws and in accordance with the AFEP-MEDEF Code in which Directors' terms of office may not exceed four years, a Director is appointed for a three-year term of office that may be renewed. The term of office of a Director who is an individual expires automatically at the end of the Shareholders' Meeting convened to vote on the past fiscal year's financial statements or held in the year during which such Director has turned or will turn 70. Furthermore, upon a decision of the Shareholders' Meeting, this age limit does not apply to one or more Directors who may remain in office or who may be reappointed one or more times, so long as the number of Directors concerned by this decision does not exceed one-fourth of the number of Directors in office.

In order to support the smooth renewal of the Board, all Directors' terms of office are staggered. The regular renewal of such terms of office by shareholders is thus facilitated (i) due to the fact that the by-laws limit the terms of office to three years and (ii) by spreading the expiration dates of the various terms of office and thereby enabling the Shareholders' Meeting to vote on the terms of office of several Directors each year.

Based on the current composition of the Board, the terms of office of five Directors will expire at the end of the Shareholders' Meeting convened to vote on the financial statements for the fiscal year 2013, the terms of office of six Directors will expire at the end of the Shareholders' Meeting convened to vote on the financial statements for the fiscal year 2014 and the terms of office of the remaining two Directors will expire at the end of the Shareholders' Meeting convened to vote on the financial statements for the fiscal year 2015.

Holding of DANONE shares by the Directors

Although French law does not require minimum shareholding of the directors of French limited companies (sociétés anonymes), Danone’s by-laws nevertheless, in accordance with the AFEP-MEDEF Code, require each Director (with the exception, as laid down by law, of Directors representing employees, who should be appointed by the end of 2014, see sections 8.2 Draft resolutions presented at the Shareholders’ Meeting and 8.3 Comments on the resolutions of the Shareholders’ Meeting) to hold a minimum of 4,000 shares in registered form. By way of example and based on the closing price of the Company’s share on February 28, 2014 (i.e. €51.18 per share), 4,000 DANONE shares represent an amount of €204,720.

> Board of Directors´ rules of procedure

Board of Directors´ rules of procedure

> Operation of the Board of Directors during the fiscal year

Review of Directors' independence

As it does every year, the Board of Directors, meeting on February 19, 2014, upon recommendation of the Nomination and Compensation Committee, reviewed the independence of each Director.

As of February 19, 2014, Danone's Board of Directors is composed of 13 Directors, of which eight are considered to be independent (within the meaning of the AFEP-MEDEF Code), giving an independence rate of 62%. Moreover, the Chairmen of all the Board's Committees are independent Directors.

The five Directors who are not considered to be independent are:

  • Messrs. Franck RIBOUD, Emmanuel FABER and Bernard HOURS in their capacity as executive directors;
  • Mr. Jacques VINCENT, in his capacity as a former executive director and officer of Danone (he was Deputy General Manager until April 2010), it being specified that Mr. Jacques VINCENT has advised that he does not wish to seek renewal of his term of office; and
  • Mrs. Isabelle SEILLIER, an executive employee within the J.P. Morgan banking group, which is one of the banks with which the Group regularly conducts business. Various measures have been implemented within the Board's rules of procedure to ensure that any potential conflicts of interest linked to Mrs. Isabelle SEILLIER's responsibilities are properly controlled by the Group, namely: (i) systematic abstention by Mrs. Isabelle SEILLIER from participating in discussions and voting on any deliberations which could place her in a situation in which there is a conflict of interest involving, directly or indirectly, the J.P. Morgan group, (ii) express reference in the report of the Board of Directors to the Shareholders' Meeting of her designation as a non-independent Director and of the existence of potential conflicts of interest involving her, (iii) full transparency on compensation terms for the J.P. Morgan group by the Danone Group as part of agreements subject to shareholders' approval, and (iv) a systematic resolution concerning all new related-party agreements entered into with the J.P. Morgan group, which will automatically be put to a separate shareholders' vote during the subsequent Shareholders' Meeting.

The eight independent Directors are Messrs. Bruno BONNELL, Jacques-Antoine GRANJON, Richard GOBLET D'ALVIELLA, Jean LAURENT, Benoît POTIER, Jean-Michel SEVERINO, Mrs. Mouna SEPEHRI and Mrs. Virginia STALLINGS, who meet all of the AFEP-MEDEF Code's independence criteria at February 28, 2014:

  • in response to a question from a shareholder representative concerning Mr. Richard GOBLET D'ALVIELLA's independence due to his responsibilities within Sofina, it was specified that Mr. Richard GOBLET D'ALVIELLA is the Executive Chairman of Sofina, who held, as of December 31, 2013, 2.2% of Danone's share capital and 3.8% of its gross voting rights (due to the double voting rights mechanism provided in the by-laws). As a result of this relatively low stake, the Board confirmed that Mr. Richard GOBLET D'ALVIELLA satisfies all of the AFEP-MEDEF Code's independence criteria and that his situation is not likely to be a source of any conflicts of interest;
  • in response to a question from the same shareholder representative concerning Mrs. Mouna SEPEHRI's independence due to her responsibilities within Renault, it was noted that her independence was specifically reviewed by the Nomination and Compensation Committee, followed by the Board of Directors in February 2012, when her candidacy was being considered. Thus, consideration was given as to whether the presence of Mr. Franck RIBOUD on the board of directors of Renault, a group in which Mrs. Mouna SEPEHRI performs management functions, could compromise Mrs. Mouna SEPEHRI's independence. Pursuant to the rules of the AFEP-MEDEF Code, the independence of a Director would be compromised only if the said Director was himself/herself an executive director and officer of Renault, which is not the case here (since Mrs. Mouna SEPEHRI is not a director of Renault). The Board therefore confirmed that Mrs. Mouna SEPEHRI satisfies all of the AFEP-MEDEF Code independence criteria and that her situation is not likely to be a source of any conflicts of interest;
  • concerning Mr. Jean LAURENT, Lead Independent Director and Chairman of the Nomination and Compensation Committee, given his position within Eurazeo (he is not an executive director and officer but Vice-Chairman of the Supervisory Board), the Board of Directors at its meeting on February 18, 2013, deemed that, at the time of his appointment as Lead Independent Director, in view of the small stake Eurazeo held in the Company's share capital, he fully satisfied the independence criteria of the AFEP-MEDEF Code. In 2013, Eurazeo transferred practically all the DANONE shares it held to bearers of Eurazeo bonds convertible into existing DANONE shares; as of December 31, 2013, Eurazeo thus holds a residual shareholding representing approximately 0.01% of Danone's share capital;
  • concerning the proposal to renew the term of office of Mr. Bruno BONNELL, the Board of Directors of February 19, 2014, upon the recommendation of the Nomination and Compensation Committee, examined his situation with regard to the regulations of the AFEP-MEDEF Code defining the independence criteria for directors, and notably the criterion under which a director would lose his/her independence once his/her term of office exceeds 12 years. On this point, however, the Board considered that Danone has a dual economic and social project, which gives it a unique culture, which the Group has reaffirmed in its strategy, governing bodies, performance measurement and management performance for a number of years. The Board has stressed on many occasions the primary importance that it attaches to the Company's cultural factors in order to assess the pertinence and feasibility of the projects submitted to its approval. It considers that Danone's culture with respect to its dual project is a unique competitive advantage, for the Group and in the interests of its shareholders. As such, the Board has observed that within the collective decision-making approach taken at its meetings, the ability to view the development of cultural traits specific to the Company and its mission in the long-term is a real benefit which clarifies the Board's work. The Board thus believes that the holding of a term of office over a long period constitutes a measure of an ability to contribute to the Board's work in a free and autonomous manner while ensuring that the Group's identity and culture are preserved, rather than being an obstacle to independence, and that additionally, the length of service on the Board should not be used solely to determine the non-independence of a Director. Furthermore, the Board has observed that Mr. Bruno BONNELL has continually proven his particularly noteworthy independence of thought and freedom of speech, which have led him to take up marked and constructive positions and to provide specific and differentiated viewpoints during Board discussions. The Board noted that these positions have enriched its decisions and that the independence of such decisions is an important value for Danone, within a Board of Directors which has a majority of independent Directors as defined using the strictest application of current standards. In view of these elements, the Board has therefore decided that Mr. BONNELL is considered to be an independent Director for the purpose of the renewal of his term of office.

Moreover, in reviewing the proposed appointments as Directors, upon recommendation of the Nomination and Compensation Committee, the Board examined the positions of Mrs. Gaëlle OLIVIER and Mr. Lionel ZINSOU-DERLIN in light of the independence rules of the AFEP-MEDEF Code.

It concluded that Mrs. Gaëlle OLIVIER and Mr. Lionel ZINSOU-DERLIN should be considered independent Directors since they meet all the independence criteria of the AFEP-MEDEF Code applied by the Board. The detailed analysis of candidates' independence is given in the report of the Board of Directors to the Shareholders' Meeting on the resolutions (see section 8.3 Comments on the resolutions of the Shareholders' Meeting).

Conflicts of interest

To the Company's knowledge, on one hand there are no family ties between the Company's executive directors and officers, and on the other hand during the last five years, no executive director and officer has been convicted of fraud, declared bankruptcy, been placed in receivership or liquidation, been officially and publicly accused and/or penalized by any statutory or regulatory authority, or been deprived by a court of the right to hold a position in a company's administrative, management or supervisory bodies or to participate in a company's management or business operations.

To the Company's knowledge, there are no potential conflicts of interest between any Director's duties to the Company and their private interests and/or other duties, with the exception of Mrs. Isabelle SEILLIER.

In the case of Mrs. Isabelle SEILLIER, the matter was reviewed by the Nomination and Compensation Committee, and the Board, at its meeting in February 2011 during the review of her proposed appointment as Director, and again in February 2014 during the review of the renewal of her term of office as Director, acknowledged the existence of a potential conflict of interest due to her position as an executive of the J.P. Morgan banking group, which is one of the banks with which the Group regularly conducts business. Due to the foregoing, the Board's rules of procedure were amended in 2011 to reinforce Directors' reporting obligations with respect to conflicts of interest (see section Duty to report conflicts of interest above). Furthermore, in accordance with the law and the Board's rules of procedure, as from her appointment, Mrs. Isabelle SEILLIER has not participated in any discussions or votes on any decisions that may create a conflict of interest for her. Moreover, the new related-party agreements concluded with the J.P. Morgan group are the subject of specific disclosure in the Board's report to the Shareholders' Meeting of April 29, 2014 on the resolutions (see section 8.3 Comments on the resolutions of the Shareholders' Meeting).

As of the date of this Registration Document, no executive director and officer is a party to a service agreement with the Company or any of its subsidiaries that provides him/her with any specific benefits (with the exception of Mr. Bernard HOURS, Deputy General Manager, following the conclusion of a Statutory Director contract with a Dutch subsidiary of Danone, Danone Trading B.V. See sections 6.5 Statutory auditors' special report on related party agreements and commitments and 8.3 Comments on the resolutions of the Shareholders' Meeting).

Directors' attendance fees

Amount of Directors' attendance fees for 2013

The gross amount of attendance fees due in respect of 2013 was €512,000 (€515,000 in 2012).

Amount authorized by the Shareholders' Meeting of April 25, 2013 and rules for allocating attendance fees as of January 1, 2014

The Shareholders' Meeting of April 25, 2013 increased the maximum total yearly amount of attendance fees to be divided by the Board of Directors among its members from €600,000 to €800,000.

As stated by the Board in its report to the Shareholders' Meeting of April 25, 2013, the total amount of attendance fees has been used for the following purposes only: (i) to cover the compensation payable to the Lead Independent Director appointed by the Board of Directors at its meeting on February 18, 2013 for the fixed amount of €50,000 per year, and (ii) to take into account the specific situation of Directors residing outside France through the allocation of an additional amount to cover their travel expenses to attend Board meetings (€1,000 for Directors residing in Europe and €2,000 for Directors residing outside Europe).

In order to take into account the general economic environment and the current position of the Group, the Board of Directors preferred not to amend the other rules for the allocation of attendance fees for the fiscal year 2013, and more particularly, not to increase the amount of the unitary Directors' attendance fees in 2014 (with the exception of two changes set out above).

The Board reiterated this commitment for the fiscal year 2014 and again preferred not to amend the rules for allocating attendance fees, and more particularly, not to increase the amount of unitary attendance fees for Directors. Nevertheless, the Board decided to raise the additional amounts allocated to Directors residing outside France to cover their travel expenses to attend Board meetings, with effect from January 1, 2014.

Similarly, any increase in the amounts to be paid to Directors which may, where relevant, be decided upon as of 2015, will relate only to the variable portion, in order to encourage attendance at Board meetings, in line with the AFEP-MEDEF Code.

Lastly, at the time the Directors representing employees will take office (by end-2014), the Board will examine the possibility of submitting a resolution to the vote at the Shareholders' Meeting called to approve the 2014 financial statements, intended to raise the maximum total yearly amount of attendance fees in order to solely take into account the increase in the number of Directors.

Accordingly, as of January 1, 2014, the rules for allocating attendance fees are as follows:

(i) Fixed portion
      • Director: fixed amount of €10,000 per year (amount unchanged); and
      • Lead Independent Director: fixed amount of €50,000 per year (amount unchanged).
(ii) Variable portion
Board of Directors' meetings
      • €2,000 per meeting (amount unchanged); and
      • for travel by Directors residing outside of France:
        • an additional amount of €2,000 per trip to a meeting of the Board of Directors for Directors residing elsewhere in Europe (compared with €1,000 prior to December 31, 2013), and
        • an additional amount of €4,000 per trip to a meeting of the Board of Directors for Directors residing outside Europe (compared with €2,000 prior to December 31, 2013).

    It is reminded that the rules set out above also apply to meetings of independent Directors convened by the Lead Independent Director.

Meetings of Board Committees
      • Members: €4,000 per meeting (amount unchanged); and
      • Chairmen: €8,000 per meeting (amount unchanged).

Moreover, for the additional travel expenses to attend Board's Committees meetings, the same rules apply as those specified for Directors.

Self-assessment of the Board of Directors

In accordance with its rules of procedure, every two years, the Board of Directors conducts a self-assessment (most recently in 2008, 2010 and 2012), which covers the composition, organization and operation of the Board itself and of each of its Committees. Following each of these self-assessments, the Board amended its operating methods and rules of procedure.

Self-assessments in 2008 and 2010

The Board's self-assessment in 2008 led the Board of Directors to amend its rules of procedure in order to notably: (i) clarify the rules concerning information to be provided to the Board on the Company's financial position (i.e. at least once every six months, which was already the practice) and (ii) definitively prohibit Directors from using any hedging instruments in connection with the Company's shares. In addition, following this self-assessment, a dedicated one-day off-site meeting was initiated for presenting and discussing strategic plans and the annual budget.

The self-assessment of the Board in 2010 notably led to improvements in: (i) the operation of the Board, by the introduction of annual meetings on specific topics, (ii) the integration of new Directors, by offering them the opportunity to benefit from the support of a dedicated Director during their first 12 months in office and an integration process including site visits and meetings with operational managers, and (iii) the composition of the Board, particularly as regards its independence and the diversity of its composition.

Self-assessment in 2012

The most recent self-assessment of the Board and its various Committees was conducted in December 2012. The findings of this self-assessment were reviewed at the Board meeting on February 18, 2013.

This self-assessment highlighted the fact that Directors regard the Board's operation and composition to be satisfactory overall. However, the Directors expressed their wish to (i) strengthen the balance of powers between the Board and General Management, and (ii) continue to improve the integration of new Directors.

At the date of this Registration Document, the following improvements have been implemented:

  • creation of the position of a Lead Independent Director in the event of the absence of separation of the offices of Chairman of the Board of Directors and of Chief Executive Officer of the Company;
  • implementation of an improved integration process for new Directors comprising (i) individual meetings with several existing Directors and (ii) individual meetings with members of General Management and the Executive Committee;
  • improved training provided to all Directors: proposed presentation skills training sessions by the managers of the Group's main functions, continuation of site visits and Directors to be encouraged to undertake external training; and
  • implementation of a regular update on the results of the Board of Directors' assessment.
> Work performed by the Board of Directors

Actions undertaken to improve the efficiency of the Board of Directors' operation continued in 2013.

The Board of Directors met seven times in 2013 (nine times in 2012). The average length of each meeting was two hours and forty minutes (compared to two and a half hours in 2012).

Directors' attendance, expressed by their attendance rate at meetings, was 89% in 2013 (92% in 2012).

Following discussions with the shareholders, the decision was taken to disclose, when a Director's term of office is being renewed by the Shareholders' Meeting, said Director's individual average attendance rate at Board meetings, for the full duration of his/her expiring term of office. With effect from this year, it was also decided to disclose the individual average attendance rate at meetings of Committees on which Directors whose term is proposed for renewal sit.

Recurring matters

The following recurring matters were reviewed and discussed by the Board of Directors in 2013:

(i) Monitoring major policies of day-to-day management

Detailed review of the Group's business activities, presentation of annual budgets, approving statutory and consolidated annual financial statements, approving the semi-annual financial statements, financial communications (in particular, when the annual and semi-annual financial statements are published), main acquisitions and sales of assets or equity interests, reviewing the Group's financial position and its indebtedness (changes, amount, composition and repayment dates, off-balance sheet commitments, equity levels, liquidity, hedging of financial risks, credit ratings), reviewing the Statutory auditors' approach to their work, reviewing financial commitments (security interests and guarantees), monitoring the Group's financial communication policy including reviewing all press releases bearing on the annual and interim financial statements, annual authorization to General Management with respect to the Group's bond issuance program (EMTN), receiving regular information on the Group's risk management and internal control systems and reviewing the Group's risks by overseeing the work of the Audit Committee, implementing the share buyback program, annual capital increases reserved for employees, allotting Group performance units and Group performance shares (including setting, each year, the performance objectives for the following year and verifying that such objectives were met the previous year), following up the Company's share price and shareholding, setting the proposed dividend, approving the Group's yearly contributions to danone.communities and the Danone Ecosystem Fund, as well as discussing Danone's policy on gender work and pay equality.

(ii) Operation of corporate bodies

Follow-up of corporate governance issues, receiving regular reports on the meetings of the three Board Committees (Audit Committee, Nomination and Compensation Committee and Social Responsibility Committee), which are submitted to the Board after each meeting, determining all components of the compensation of each of the Company's three executive directors and officers, approving the various Board reports and proposed resolutions submitted for shareholders' approval, and preparing the Shareholders' Meeting.

(iii) Group strategy

Reviewing the Group's transformation priorities (i.e., exposure to emerging markets, prioritizing certain key countries, etc.) and their various impacts on the Group (in terms of organization and operation of human resources, adjustment of the Group's products to local demand, etc.), attending annual strategic presentations made to the Board by each member of the Executive Committee at a dedicated one-day event held off-site. All these matters and presentations are always followed by in-depth discussions with the Directors.
In addition, each year Directors are invited to attend several working days organized in Evian, where an annual seminar is held for all of the Group's executives, during which the strategies of the Group's various Divisions are reviewed and discussed.

Specific matters

The following specific matters were reviewed by the Board of Directors in 2013 and in February 2014:

(i) Transactions and the Group's accounting and financial position
      • review of the year-end closing process in connection with the 2013 parent company and consolidated financial statements;
      • share repurchase and reallocation transactions completed in 2013 and cancellation of treasury shares upon completion of these transactions;
      • monitoring of the Group's indebtedness (change, amount, composition and redemption schedules);
      • review of the annual delegation of powers to General Management for bond issues, under or outside of the Group's bond issue program (EMTN), including the raising of the authorized bond issue ceiling;
      • review of the annual authorization in connection with the Group's commercial paper issue program;
      • review of the Group's financing operations, including the extension for an additional year of the €2 billion syndicated facilities agreement;
      • authorization given to the Company to sign a subscription agreement in the framework of a bond issue carried out by the Company under the EMTN program with the Group's banks authorized to place the bonds, including J.P. Morgan Securities PLC (see section 8.3 Comments on the resolutions of the Shareholders' Meeting);
      • review of the authorization for Danone's guarantee, in the total amount of €750 million, for commitments of Danone Corporate Finance Services (in connection with financial risk management transactions carried out by it on behalf of Group companies); and
      • in connection with the Shareholders' Meeting of April 29, 2014, review of the resolutions to be submitted to the Shareholders' Meeting regarding the renewal of the share repurchase program, the Group's performance share plan and the resolution on the payment of dividends.
(ii) Corporate governance

In connection with the composition of the Board of Directors

      • in the context of its meeting of July 26, 2013, the Board of Directors acknowledged the wish of Mr. Yoshihiro KAWABATA, non-independent Director, to resign from his position on the Board of Directors;
      • at its meeting of February 19, 2014, the Board acknowledged the decision of Mr. Jacques VINCENT, non-independent Director and former Deputy General Manager of Danone, not to seek the renewal of his term of office.

In connection with the composition of the Nomination and Compensation Committee

      • in the context of its meeting of July 26, 2013, the Board of Directors decided to appoint Mr. Richard GOBLET D'ALVIELLA as a member of the Nomination and Compensation Committee to replace Mr. Yoshihiro KAWABATA.

In connection with the implementation of the new recommendations of the AFEP-MEDEF Code

      • review of the new recommendations of the AFEP-MEDEF Code following its revision in June 2013; and
      • review of the rules of procedure of the Board of Directors and those of the three Board Committees, in order, to ensure they are compliant with the new recommendations of the AFEP-MEDEF Code.

In connection with the Shareholders' Meeting of April 25, 2013

      • review of the composition of the Board and, more specifically, consideration of (i) the renewal of the terms of office as Directors of Messrs. Franck RIBOUD and Emmanuel FABER and (ii) the renewal of their respective terms of office as Chairman and Chief Executive Officer and Deputy General Manager, subject to the condition precedent of the renewal of their terms of office as Directors by the Shareholders' Meeting.

    During this review, the Board paid particular attention to the following matters:

        • concerning Mr. Franck RIBOUD: The Board of Directors examined his position in light of: (i) the rules on concurrent holding of corporate offices, (ii) maintaining the absence of separation of the offices of Chairman of the Board of Directors and of Chief Executive Officer particularly with regard to the creation of a Lead Independent Director (see section Lead Independent Director hereafter), (iii) maintaining his suspended employment contract, (iv) indemnities for breach of his employment contract, and (v) the obligation to retain DANONE shares acquired through the grant of Group performance shares; and
        • concerning Mr. Emmanuel FABER: the Board of Directors also examined his situation with regard to (i) the rules on the concurrent holding of corporate offices, (ii) the indemnities for breach of his suspended employment contract and (iii) his obligations to retain DANONE shares acquired through the grant of Group performance shares;
      • review of the amount of attendance fees paid to the Directors and the proposal to increase the total maximum amount and to amend the rules for the allocation of attendance fees (see section Directors' attendance fees above);
      • amendments to the Board's rules of procedure concerning, in particular, the creation of the position of Lead Independent Director;
      • review of the self-assessment of the Board of Directors and annual update on the operation of the Board; and
      • review and authorization of related-party agreements.
In connection with the Shareholders' Meeting of April 29, 2014
      • review of (i) the composition of the Board, in the context of the policy on the renewal of members' terms of office and the appointment of new members, particularly with regard to the percentage of women and independent members on the Board, and (ii) the diversity of the Board's composition, leading to the proposal to renew the terms of office of Messrs. Bruno BONNELL, Bernard HOURS, Jean-Michel SEVERINO and Mrs. Isabelle SEILLIER and to appoint Mrs. Gaëlle OLIVIER and Monsieur Lionel ZINSOU-DERLIN as Directors;
      • review of the amendment necessary to the by-laws in order to designate Directors representing employees as Board members, in accordance with the French Act of June 14, 2013 concerning job security;
      • review of Mr. Bernard HOURS's position, particularly in connection with the execution of a Dutch Statutory Director mandate agreement with one of Danone's Dutch subsidiaries, Danone Trading B.V., in order to organize the operational management of the Group's four Divisions, by Mr. Bernard HOURS, from Schiphol as from January 1, 2014 (see sections 6.5 Statutory auditors' special report on related party agreements and commitments and 8.3 Comments on the resolutions of the Shareholders' Meeting).
      • Said review concerning in particular:
        • all aspects of compensation in connection with his appointment as Deputy General Manager and his mandate agreement with Danone Trading B.V., which remain (i) stable overall in terms of the amount versus his current compensation, (ii) consistent with the Group's compensation policy, and (iii) compliant with the recommendations of the AFEP-MEDEF Code; and
        • the indemnities for termination for Mr. Bernard HOURS (the principles, payment conditions and maximum amount of which remain unchanged) to ensure compliance with the AFEP-MEDEF Code.
(iii) The Group's activity and strategy for fiscal year 2013
      • regular review of progress on the plan for savings and adaptation in Europe, including its social aspects, monitoring the costs incurred and savings achieved, as well as the impact of the plan on the Group's organization; and
      • review and regular follow up throughout the second half of 2013 of the causes and consequences of the various crises and risks to which the Group was exposed during the year, and in particular, the false quality alert issued by Fonterra in Asia (concerning the possible bacteriological contamination of batches of ingredients supplied to the Group by this New-Zealand supplier and used in the production of baby milk in Asia) and its consequences for the Group. Following the Board's work in this regard, and supported by the recommendations of the Audit and Social Responsibility Committees, the Group decided that, given its increasing exposure to emerging countries (Asia, Latin America and now Africa) and the resulting changes to its risk profile, it will review the Group's various systems and internal control and compliance procedures, and dedicate additional means and resources to said procedures as from 2014.
(iv) Equity divestments and acquisitions
      • review of the acquisition of an equity stake in the Mengniu group;
      • review of the acquisition of the Fan Milk group in association with the Abraaj group;
      • review of the acquisition of the US company, Happy Family;
      • review of the new cooperation agreement with Yakult to replace the strategic alliance; and
      • following up the acquisition of a controlling interest in Centrale Laitière.
(v) Corporate Social Responsibility (CSR)
      • annual review of the Group's situation and policy concerning gender work and pay equality;
      • review of the Group's non-financial risks, particularly reputation risk; and
      • monitoring the activities of the Danone Ecosystem Fund, danone.‌communities and Livelihoods funds.
(vi) Compensation for executive directors and officers
      • determining the various elements of variable compensation due to each of the executive directors and officers in respect of 2013 and setting of targets for the various elements of variable compensation in respect of 2014, based on a proposal from the Nomination and Compensation Committee.

Work of the Lead Independent Director

Since his appointment, the Lead Independent Director performed the following duties:

  • review of conflict-of-interest questionnaires submitted by Directors at the end of the year to confirm that no conflicts of interest exist;
  • review of amendments to the new AFEP-MEDEF Code and the corresponding amendments to the rules of procedure of the Board and its Committees, as part of his role as Chairman of the Nomination and Compensation Committee;
  • introduction, as part of his duties as Chairman of the Nomination and Compensation Committee, of consultation with shareholders during the 2014 Shareholders' Meeting on the individual compensation paid to senior management ("say on pay"), involving a review of all of the components of variable medium- and long-term compensation so as to ensure increased transparency, on the one hand, and a stronger correlation between the Group's performance and compensation paid to senior management on the other;
  • in the context of his duties as Chairman of the Social Responsibility Committee, and in consultation with the Chairman of the Audit Committee, the Lead Independent Director coordinated and co-chaired a joint meeting of these two committees on December 10, 2013, to examine the Group's compliance policy;
  • presentation of an initial report on his work since his appointment during the meeting of the Board of Directors on February 19, 2014; and
  • finally, he held regular meetings with the Group's General Management and kept abreast of its latest developments, notably through reviewing analysts' notes and regular press summaries relating to Danone, its competitors and customers.
Board of Directors Committees

Danone's Board of Directors also includes an Audit Committee, a Nomination and Compensation Committee and Social Responsibility Committee composed of independent directors.

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

Executive Committee

Under the authority of the CEO, the Executive Committee meets once a month. It ensures the operational direction of the Company, implements the strategy defined by the Board of Directors, checks the coherence of the actions taken by the operational business lines and business units, decides on the action plans and agrees on the budget.

The biographies of the Executive Committee members are available in the following section:

Remuneration and regulated commitments with regard to Danone's Corporate Officers
> Remuneration of Danone's corporate officers

2014

Remuneration of Danone's corporate officers in Q4 2014 Download the PDF
Remuneration of Danone's executive officers in 2014 Download the PDF
2014 grants to Danone's corporate officers Download the PDF

2013

Remuneration of Danone's executive officers in 2013 Download the PDF
2013 grants to Danone's corporate officers Download the PDF

2012

Remuneration of Danone's executive officers in 2012 Download the PDF
2012 grants to Danone's corporate officers Download the PDF

2011

Remuneration of Danone's executive officers in 2011Download the PDF
2011 grants to Danone's corporate officers Download the PDF

2010

Remuneration of Danone's executive officers in 2010Download the PDF
2010 grants to Danone's corporate officers Download the PDF

2009

Remuneration of Danone's executive officers in 2009 Download the PDF
2009 grants to Danone's corporate officers Download the PDF

> Regulated commitments

Published in conformity with Article R 225-34-1 of the French Code of Commerce

Regulated commitments with regard to Mr. Hours - Board of Directors of October 17, 2014 Download the PDF
Regulated commitments with regard to Mr. Faber - Board of Directors of September 2nd, 2014 Download the PDF
Regulated commitments with regard to Mr. Faber - Board of Directors of February 18th, 2013 Download the PDF
Regulated commitments with regard to Mr. Riboud - Board of Directors of February 18th, 2013 Download the PDF
Regulated commitments with regard to Mr. Faber - Board of Directors of February 13th 2010 Download the PDF
Regulated commitments with regard to Mr. Riboud - Board of Directors of February 13th 2010 Download the PDF
Regulated commitments with regard to Messrs. Riboud, Vincent, Faber and Hours – Board of Directors of February 13th 2008 Download the PDF

20 February 2015

2014 Full-Year Results
17 March 2015

CAGE Conference
15 April 2015

2015 First-Quarter Sales
29 April 2015 2:30 p.m. CET

Shareholder’s Annual Meeting
28 July 2015

2015 First-Half Results