Danone // 2020 Universal Registration Document

corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 222 Procedure for related party and ordinary agreements In accordancewith the newArticle L. 22-10-2 of the FrenchCommercial Code (formerly Article L. 225-39 of this Code), and on the recom- mendation of the Governance Committee, the Board of Directors on December 12, 2019 approved an internal procedure related to the identification of related party agreements and the assessment of agreements entered into the ordinary course of business. While reiterating the applicable legal and regulatory framework, this procedure formalizes the process for identifying and charac- terizing agreements as “related party agreements” or “agreements entered into the ordinary course of business and at arm’s length”, a process applied before entering into any agreement that might be characterized as a related party agreement. In particular, it includes criteria for classifying agreements, notably on the basis of transaction categories and financial thresholds. The procedure also institutes an annual assessment of its implementation by the Governance Committee, which may at that time propose to the Board of Directors that the procedure’s terms be amended. Persons directly or indirectly affected by an agreement do not participate in its assessment. The implementation of this procedure in 2020 resulted in a review by the Legal Department of the summary table prepared by the Accounting Department of financial flows during the year between the Company and the persons concerned within the meaning of the applicable regulations. A summary of this reviewwas then presented to the Governance Committee on February 4, 2021 which, after reviewing it, presented the findings of its assessment to the Board of Directors on February 18, 2021 at the time of the annual review of related party agreements. After analysis, the Board concluded that all the agreements entered into the ordinary course of business and at arm’s length continued to qualify as such. Involvement of Directors outside of Board meetings Directors demonstrate their commitment outside of Boardmeetings, particularly through discussions among themselves and with the Chairman and Chief Executive Officer, and by meeting several times informally. In particular: • they regularly attend work days of the annual seminar in Evian held for all Danone senior executives during which Danone’s strategy and those of its reporting entities are discussed in detail; • they meet and talk informally before or after each Boardmeeting; • they participate in briefings when new developments so require and meet regularly outside of Board meetings; • they participate in site visits; • they attend the Shareholders’ Meeting. Activity and work of the Board of Directors Meetings and attendance In the context of the Covid-19 health crisis, the Directors were heavily called on. They met 12 times during the year. Many meetings were held by videoconference because of the health crisis. Directors were regularly informed of the impact of this crisis, from both a health standpoint and in terms of the impact on the company’s activities, business lines and geographical areas, and of the mea- sures taken to limit its effects on employees and other stakeholders, through extraordinarymeetings at which themedium- and long-term strategic implications of this crisis were addressed. They also had regular discussions with top management, particularly via digital tools during the lockdown period. Directors also received detailed weekly press reviews and monthly analyst reports to keep them up-to-date. In addition, a large portion of the Board’s work in 2020 was geared toward managing the health crisis and its financial and operational impacts. Directors demonstrated their commitment through their very high attendance rate at a number of special meetings, despite the fact that these meetings were at times called on very short notice. 6 12 BOARD OF DIRECTORS MEETINGS 2020 2019 97% 95% ATTENDANCE RATE 2020 2019 2:52 5:10 AVERAGE MEETING DURATION 2020 2019