Danone // 2020 Universal Registration Document

6 corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 213 assessment and recommendations regarding the compensation of the corporate officers, even if he/she is not the Chairman or a member of this Committee. Resources The Lead Independent Director: • has access to all documents and information that he/she deems necessary to fulfill his/her duties. He/she may, in performing his/her functions, request the completion of outside research at the Company’s expense; • is regularly informed of the Company’s activity. He/she may also meet with the operational or functional managers, at his/ her request and after informing the Chairman and the Chief Executive Officer; • may also request assistance from the Board secretary in order to perform his/her duties. Report The Lead Independent Director reports on the execution of his/ her duties once a year to the Board of Directors. At Shareholders’ Meetings, he/she may be asked by the Chairman to report on his/ her actions. At the end of each term of office of the Lead Independent Director, the Board conducts a study on the operation of this body and reviews its powers in order to adapt them, if necessary. Work in 2020 In 2020, the Lead Independent Director performed the following duties: • maintained an ongoing dialogue with the Chairman and Chief Executive Officer and with General Management staff, mainly through regular one-on-one interactions with the members of the Executive Committee and, in particular, held several meetings with the EVP, Human Resources; • participated in the preparation of the agenda for meetings of the Board of Directors and of the Governance Committee; • organized and chaired two meetings of the outside Directors; • held regular discussions with the other Directors during the year; • participated in changes to the Board’s membership, notably in connection with Board term renewals, working with the Board Secretary andwith the support of an independent recruitment firm; • participated in the candidate selection and recruitment process as part of the renewal of the Board of Directors’ terms of office and, in particular, met with several candidates and discussed their suitability with several Directors; • participated in the dialogue with the Company’s main sharehol- ders: individual meeting with around 15 key Danone investors in order to discuss issues such as governance and corporate social responsibility; • reviewed the conflict of interest surveys filled out by each Director; • participated in the Board’s assessment, which included preparing for it along with an independent consulting firm, drafting the findings of the assessment and monitoring the implementation of the recommendations; • participated in the deliberation and discussions regardingDanone’s management succession plan. Dialogue with shareholders Responsibility for investor relations lies with the Chairman and Chief Executive Officer, who is assisted by the Finance Department, in the framework of regular dialogue and special events, such as announcements of financial results and Investor events. The various presentations made at these dedicated meetings with investors are available on the Danone website: www.danone.com (section Investors/Publications & Events/Investor Seminars and/or Investor Conferences). In addition, the dialogue with shareholders concerning governance matters is also carried out by the Lead Independent Director, whose powers were enhanced in 2017. In the fall of 2020, the Lead Independent Director met with around 15 investors representing approximately 30% of Danone’s share capital. The discussions focused on governance issues, particu- larly in terms of the organization of the Board’s work in 2020, the operation of the Board including the creation of a new Strategy & Transformation Committee, changes in the Board’s composition, combining the functions of Chairman and Chief Executive Officer, as well as investors’ expectations in terms of capital allocation. Compensation of the corporate officers, particularly in terms of type and measurement of performance criteria, were also discussed. These discussions were also an opportunity to further explain to shareholders the way in which Danone is implementing its new Entreprise à Mission status, the measures taken by Danone to protect its employees’ health in the context of Covid-19, as well as the proposed Local First adaptation plan announced on November 23, 2020. The Board was kept informed of these discussions. This enhanced dialogue, which was continued in early 2021 notably on governance issues, made it possible to take into account investor concerns and contributed to the discussions on corporate governance (see section Governance structure above). Guiding principles for the composition of the Board of Directors and its Committees Diversity policy of the Board of Directors and Committees The Board of Directors pays close attention to its composition, notably in order to promote its diversity and that of its Committees, believing that it is a source of vitality, creativity and performance and ensures the quality of the Board’s discussions and decisions. This approach, which has been implemented for several years, led to the noticeable change in the composition of the Board to reach balanced representation, notably in terms of the independence, gender, expertise, age and seniority of its members. The Board’s policy with respect to diversity, its composition and that of its committees aims to ensure the promotion of a variety of cultures, skills, experiences and nationalities, and to ensure that the Board’s tasks are performed in a thoroughly independent and objective manner, but also in a collegial and open-minded spirit. Thus, the Board: • seeks to combine the necessary skills for the development and implementation of Danone’s long-term strategy and ensures that they are varied and that they also cover the consumer goods industry, the food and beverages industry, nutrition, governance, operational management of the companies, international expe- rience, finance, mergers and acquisitions and corporate social and environmental responsibility; • pays close attention to ensuring that its members’ profiles are complementary and in line with Danone’s strategy, and that a balance exists betweenmore senior directors and those recently appointed, thereby promoting the Board’s combination of vitality and experience; • continuously aims to improve the representation of women and the international diversity of its members and ensures that generational balance is maintained. Moreover, the three-year