Danone // 2020 Universal Registration Document

6 corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 217 Non-independent Directors Directors Non-independence criterion retained under the AFEP-MEDEF Code Emmanuel FABER Danone corporate officer Franck RIBOUD Former Danone corporate officer Cécile CABANIS Employee of the Company over the last five years Isabelle SEILLIER Existence of significant business relationships Because Ms. Isabelle SEILLIER is an executive manager at J.P. Morgan Group, the Governance Committee and the Board reviewed Danone’s business relationships with J.P. Morgan, which is among the banks used by Danone on a regular basis, notably for financing and occasionally for M&A. Although Ms. Isabelle SEILLIER does not have any decision-making power on agreements entered into by the two companies and does not receive any compensation linked to these agreements, the Board felt that these business relationships could potentially create a conflict of interest, given the very nature of the business relationship. The Board therefore decided to consider Ms. Isabelle SEILLIER a non-independent Director. Benoît POTIER Board term of office exceeding 12 years Following a review, the Board determined that Mr. Benoît POTIER was a non-independent Director even if it considers that a Director who has sat on the Board for more than 12 years remains capable of reaching a free, informed and critical judgment, and that in the particular case of Mr. Benoît POTIER, his capacity to think and speak freely attest to his considerably independent spirit. Measures implemented with respect to potential conflicts of interest The Board’s rules of procedure include various means to prevent conflicts of interest involving Directors, notably the obligation: • to notify the Board Secretary in advance of any conflict of interest, including potential or future conflicts of interest, that involves or could potentially involve that Director, in order to obtain the Secretary’s approval; • to submit a sworn statement indicating any conflicts of interest (i) at the time he/she takes office, (ii) annually at the time of the preparation of Danone’s Universal Registration Document or (iii) at any time upon request from the Chairman of the Board of Directors or, where applicable, the Lead Independent Director, and (iv) within 10 working days following the occurrence of any event rendering part or all of the previous sworn statement invalid; • to provide, each year, the list of positions and responsibilities exercised at all companies during the past five years and to answer the survey on conflicts of interest prepared by the Company; • for any Director involved in a conflict of interest situation, even a potential one, to systematically abstain from participating in the Board’s deliberations and from voting on the corresponding deliberation. Moreover, for any new agreement between Danone and another company in which a Director exercises responsibilities that might place him/her in an actual or potential conflict of interest situation, and considered a related party agreement, the following requirements apply (i) total transparency regarding the terms under which the company is compensated by Danone, (ii) prior authorization by the Board of Directors (with the corresponding Director abstaining from the deliberations and vote), (iii) disclosure of the principal terms of the agreement on the Danone website, and (iv) a vote by shareholders under a separate resolution at the next Shareholders’ Meeting. In addition, when an actual or even potential conflict of interest invol- ves a Director considered non-independent under the AFEP-MEDEF Code, the status of the non-independent Director and the existence of an actual or potential conflict of interest is expressly mentioned in the Board of Directors’ report to the Shareholders’ Meeting. To the Company’s knowledge: • there are no family ties among its corporate officers. Moreover, during the last five years, no corporate 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 prohibited by a court from being a member of a company’s administrative, management or supervisory body or from participating in the management or administration of a company’s business; • 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 Ms. Isabelle SEILLIER andMs. Gaëlle OLIVIER (see section Independence of Directors above) On the date of this Universal Registration Document, no corporate officer is connected to the Company or one of its subsidiaries via a service contract granting any benefits whatsoever, with the exception of the two Directors representing employees bound to Danone by an employment contract.