Danone // 2020 Universal Registration Document

6 corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 221 Summary of the main provisions of the rules of procedure in force Duties The Board of Directors exercises the powers attributed to it by law and acts in all cases in the business interest of the company. It determines the strategic orientations of Danoneʼs activity and ensures their implementation. It seeks to promote long-term value creation while taking into account the social and environmental challenges of its activities. It conducts the verifications and controls that it deems necessary. Meetings The Board of Directors is a collegial body that meets at least five times per year. The outside Directors meet at least once a year on the initiative of the Lead Independent Director. Committees The Board of Directors may decide to create one or several specialized Committees, whose composition, powers and operating rules it sets, and which conduct their activity under its responsibility. The Committees are comprised only of Directors who are designated personally and may not be repre- sented. They are appointed by the Board of Directors, acting on the recommendation of the Governance Committee. General principles Directors’ Code of Ethics Each year, after reviewing the opinion of the Governance Committee, the Board of Directors considers the situation of each Director in light of the AFEP-MEDEF Code independence rules. Market ethics Directors are bound by a duty of care and due diligence, as well as an obligation to take special care with respect to any transactions involving DANONE shares or any financial instruments related to such shares. They must comply with regulations governing insider trading. In particular, they are required to comply with the applicable stock exchange regulations related to (i) the definition, use and disclosure of inside information, (ii) the provision of a list of persons closely associated with them, (iii) compliance with blackout periods, and (iv) the reporting of transactions involving DANONE shares. Duty to report conflicts of interest Each Director must, at all times, make every effort to avoid carrying out activities or completing transactions that could give rise to a conflict of interest with Danone. Each Director must inform the Board Secretary in advance of any conflict of interest, including potential or future conflicts of interest, that he/she has or is liable to have, in order to obtain the Secretary’s approval. The Board Secretary may, where applicable and if he/she deems it necessary, seek the opinion of the Governance Committee prior to giving such approval. Each Director must provide a sworn statement indicating whether or not he/she has any conflicts of interest, including potential conflicts of interest, (i) at the time he/she takes office, (ii) annually, in res- ponse to the Company’s request when preparing the Registration Document, (iii) at any time, if requested by the Chairman of the Board of Directors or, where applicable, the Lead Independent Director, and (iv) within 10 business days of the occurrence of any event that causes a Director’s previously filed statement to become inaccurate, in whole or in part. A Director who has a conflict of interest, including a potential conflict of interest, must refrain fromparticipating in discussions and voting on the matter in question. Availability of Directors Directorsmust attendBoard of Directors’ meetings and Shareholders’ Meetings and devote the necessary time to their duties. In particular, they must limit the number of offices held at other companies, including their participation in those companies’ com- mittees, to ensure sufficient availability. Before accepting another appointment at a French or foreign listed company, they must inform the Chairman of the Governance Committee or, where applicable, the Lead Independent Director, and executive corporate officers must also seek the opinion of the Board of Directors. Ban on the use of any hedging instrument Each Director and any closely related persons must refrain from using any financial instruments related to DANONE shares (inclu- ding hedging instruments), in particular (i) call options or options to subscribe DANONE shares, (ii) rights to DANONE shares granted subject to performance conditions, (iii) DANONE shares issued through options or issued through shares granted subject to perfor- mance conditions, (iv) DANONE shares subject to a holding period requirement by the Board of Directors or by law, and lastly, (v) any other DANONE shares held by this Director. Board of Directors’ assessment The Board of Directors’ performance is assessed every two years. This assessment may be a self-assessment, an assessment by the Governance Committee or an assessment by a third-party organi- zation. Once a year, the Board devotes one item on its agenda to a discussion of its operation. Information for Directors The Board Secretary is responsible for providing the Directors with working documents and, more generally, is available to them for any request for information regarding their rights and obligations, the Board’s operation or the Company’s activities. In addition, the Directors may request at any time that the Chairman provide them with all information and documents they deem necessary to perform their duties. Training of Directors In accordance with the rules of procedure, all Directors are entitled to the training they need to perform their duties, upon appointment and during their term of office, in particular to enable them to un- derstand Danone’s business, risks and organization, and to develop certain specific skills. This internal or external training is organized and paid for by the Company. The Directors representing employees receive suitable training to carry out their terms of office as soon as they assume their position. In addition, upon assuming his/her duties, each new Director re- ceives documents and information enabling him/her to know and understand Danone and its culture, as well as operational, accounting and financial specificities. Danone offers each newDirector an enhanced orientation procedure that includes individual meetings with several existing Directors and withmembers of General Management and the Executive Committee. Danone also offers Directors presentation sessions by the heads of the main functions as well as regular site visits. Directors also regularly participate in significant events organized by Danone. Moreover, during his/her term of office, each Director regularly receives press clips comprising articles about Danone and its en- vironment as well as analyst ratings on DANONE shares.