Danone // 2020 Universal Registration Document

6 corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 225 The summary of the assessment was reviewed by the Governance Committee then presented to and discussed by Board of Directors. External assessment in 2020 In 2020, the Board was assessed by a specialized firm that assesses most French listed companies. Each Director received a questionnaire which they were asked to complete and individual interviews were then conducted to discuss certain issues in more detail. The Lead Independent Director was actively involved in this assessment. Findings The firm that conducted the assessment presented its findings to the Governance Committee and to the Board of Directors so that it could respond directly to the Directors’ questions. This assessment shows that: • the context inwhich the assessment was conducted is very different from that of the 2016 assessment, given that the governance struc- ture has changed (the functions of Chairman and Chief Executive Officer were combined and the Entreprise à Mission status was adopted, etc.) and that the economic environment has become much more difficult due to the current health crisis; • although the Board of Directors’ operation did not change si- gnificantly, it was more discussed as a result of the economic downturn. The main areas of satisfaction in terms of governance involved: • Danone’s renewed image thanks to an innovative societal project promoted by the Chairman and Chief Executive Officer; • the diversity, richness and complementarity of theBoardmembers; • the Directors’ firm commitment and solid sense of responsibility with a strong bond of solidarity and a rich and direct dialogue; • the effective functioning of the Committees and the Strategic Seminar; and • high-quality information. The Board noted the main recommendations regarding the fol- lowing points: At the governance level • renew dialogue between the Board and the Chairman and Chief Executive Officer regarding their respective expectations; and • discuss certain strategic matters in depth at special meetings. Regarding the Board’s operation • allowmore flexibility in terms of meeting length and hold outside Director meetings more frequently; • increase the Executive Committee members’ participation in Board meetings; • provide the Board with a more efficient videoconferencing sys- tem; and • structure the onboarding program for new Directors more precisely. Regarding the Committees • review the format of reports to facilitate discussion at Board meetings. Measures implemented following the assessment TheBoard decided to create the Strategy&TransformationCommittee whose tasks include preparing the Board’s work on strategic orientations, with special attention given to implementation of the adaptation plan announced in late 2020. Moreover, in December the Governance Committee discussed the combination of the functions of Chairman of the Board and Chief Executive Officer and decided to discuss this matter in depth in 2021. The organization of Board meetings was also reviewed so that there is more flexibility in terms of meeting length and so that in-person meetings can be held once the health situation so allows. In addition, the onboarding program for new Directors was also reviewed to meet the requirements of new and existing Directors. Review of the individual contribution of Directors The assessment also covered the individual evaluation of each Director’s actual contribution to the Board’s work, with each Director given the opportunity to express his/her view of each Boardmember’s contribution to Board meetings. Annual review of the Board’s operation In 2020 as in each year, the Board conducted a review of its own operation and that of each of its Committees. AUDIT COMMITTEE Composition as of December 31, 2020 Date first joined the Committee Jean-Michel SEVERINO Chairman April 2012 Gaëlle OLIVIER February 2015 Lionel ZINSOU-DERLIN June 2018 Frédéric BOUTEBBA June 2018 The four Directors who are Audit Committee members are inde- pendent ( i.e. an independence rate of 100%); the AFEP-MEDEF Code recommends a rate of 67%. Mr. Jean-Michel SEVERINO, the Committee’s “financial expert” as defined by Article L. 823-19 of the French Commercial Code, chairs the Committee. The members of the Audit Committee were chosen for their know-how and their recognized expertise in finance, accounting, internal control, internal audit and risk management. Their professional background is pre- sented extensively in section 6.2 Positions and responsibilities of the Directors . It should be noted that the Audit Committee’s members include a Director representing employees, who is chosen for his/ her practical knowledge of Danone and operational skills and whose presence provides theCommitteewith a concrete approach to itswork.