Danone // 2020 Universal Registration Document

corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 212 Limitations on the powers of the Chief Executive Officer The Chief Executive Officer has full power to act in all circumstances in the name of the Company, within the scope of its corporate pur- pose and subject to the powers that the law expressly attributes to shareholders’ meetings and to the Board of Directors. The Board of Directors’ rules of procedure set limits on powers that are stricter than the statutory requirements with respect to deci- sions that must receive prior approval from the Board of Directors (see details in the table below). Thus, the Board of Directors must approve strategic investment projects and all transactions, namely acquisitions or disposals, that may significantly impact Danone’s results, balance sheet structure or risk profile. Transactions requiring prior approval of the Board of Directors Type of transaction Authorization thresholds for Danone’s share Acquisitions or disposals of securities and/or assets, partnerships or joint ventures (in cash or by asset contributions, carried out in one or more transactions) €250 million per transaction: • for acquisitions, partnerships and joint ventures; • for disposals: proceeds received. Any off-balance sheet commitment made by Danone €100 million Other investments €200 million Internal reorganizations Any reorganization representing an overall cost of more than €50 million. Meetings by outside Directors The Lead Independent Director holds regular meetings of the outside Directors, thereby promoting free and spontaneous discussions on all matters deemed relevant by the meeting participants. The content of these discussions provides input for regular dialogue between the Lead Independent Director and the Chairman and Chief Executive Officer. Adoption of Entreprise à Mission status On June 26, 2020, the Company’s shareholders adopted the status of Entreprise à Mission. As a result, the Board, as part of its work, continues to fulfill the purpose and social, societal and environmental objectives embedded in the by-laws. Danone has created a Mission Committee which is tasked with ensuring that these objectives are achieved (see section 2.2 Strategic priorities ). Lead Independent Director Presentation of the Lead Independent Director Following the Board’s decision in 2013, the appointment of a Lead Independent Director is mandatory when the functions of Chairman of the Board and Chief Executive Officer are combined. In 2017, the Board enhanced the Lead Independent Director’s powers. Specifically, the Lead Independent Director was given a greater role in relations with shareholders, enabling him/her to now be informed directly of their requests, to meet with them, when necessary without the Chairman and Chief Executive Officer, and to convey their concerns regarding governance to the Board. His/ her involvement in organizing the Board’s work was also enhanced, particularly by allowing him/her to be consulted on the agenda and schedule of meetings, to require that Board meetings be convened for a specific agenda and to maintain an open and regular dialogue with each Director. Appointment by the Board of Directors The Lead Independent Director is appointed by the Board of Directors from among the Independent Directors, upon the proposal of the Governance Committee. He/she remains in office throughout the duration of his/her term of office as Director. On December 14, 2017, the Board of Directors appointed Mr. Michel LANDEL as Lead Independent Director. This decision took effect following his appointment as Director by the Shareholders’ Meeting of April 26, 2018. At its meeting on March 1 st , 2021, the Board of Directors rotated this role and appointed with immediate effect Mr. Jean-Michel SEVERINO as Lead Independent Director. Duties and powers of the Lead Independent Director Organization of the Board’s work and relations with Directors The Lead Independent Director: • is consulted on the agenda and schedule of Board meetings and may propose additional agenda items to the Chairman. He/she may require that the Chairman convene a Board meeting for a specific agenda; • chairs Board meetings in the Chairman’s absence; • participates in the Director recruitment process; • ensures that the Directors are capable of performing their duties under the best possible conditions, and particularly that they are properly informed prior to Board meetings; • acts as a link between the Independent Directors and the other Directors and General Management. He/she maintains a regular and open dialogue with each Director and organizes a meeting of the outside Directors at least once a year; • prevents conflicts of interest from occurring, mainly by taking measures to raise awareness. He/she brings any conflicts of interest involving the corporate officers and other Directors that he/she has identified to the attention of the Board of Directors; • ensures compliance with the Board’s rules of procedure; • participates in the Board’s assessment process. Lead Independent Director’s relations with shareholders The Lead Independent Director: • receives questions from shareholders regarding governance and ensures that they are answered; • assists the Chairman and Chief Executive Officer in answering questions from shareholders, makes himself/herself available to meet with some of them, including without the Chairman and Chief Executive Officer, and conveys their questions regarding governance to the Board. Participation of the Lead Independent Director in the Board of Directors’ Committees The Lead Independent Director: • may be appointed by the Board of Directors to serve as Chairman or member of one or more Board of Directors’ Committees. In any case, he/shemay attend Committeemeetings and has access to the work of all the Committees; • in particular, the Lead Independent Director is involved in the Governance Committee’s work on the annual performance