Danone // 2020 Universal Registration Document

corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 226 Duties The Audit Committee is responsible for monitoring issues related to the preparation and control of Danone’s accounting and financial information. Its principal duties include: • reviewing the draft versions of the annual and interimconsolidated and statutory financial statements and drafts of press releases; • monitoring the effectiveness of internal control, internal audit and risk management systems as well as compliance policies; and • monitoring the engagement, duties and independence of the Statutory auditors. It is regularly briefed by senior management responsible for the financial statements, internal audit and internal control, risk ma- nagement, treasury and financing, tax matters and compliance, and by the Statutory auditors. At the discretion of the Committee, these briefingsmay be heldwithout representatives of General Management being present. The Audit Committee invites the Statutory auditors to attend each of these meetings and meets with them once a year, without any Danone representative being present. The duties of the Audit Committee are described in the Board of Directors’ rules of procedure, available on the Danone website at www.danone.com/ (Section Investors/Governance/By-laws & Rules of procedure). Activity and work of the Audit Committee Meetings and attendance A report on each Audit Committee meeting is presented at the next Board of Directors’ meeting and the meeting minutes are sent to the Directors, thereby enabling the Board to be fully informed and facilitating its work and proceedings. The Chief Financial Officer is regularly involved in the Audit Committee’s work and participates in its meetings. Work of the Committee in 2020 and early 2021 • review of the annual and interim statutory and consolidated financial statements. This review systematically involves: (i) pre- sentation by the Chief Financial Officer of the principal financial results; (ii) review of financial indicators not defined by IFRS; (iii) presentation by the Statutory auditors of their audit approach for the annual and interim financial statements; (iv) joint presentation by the person responsible for the financial statements (Head of Consolidation, Reporting and Standards) and the Statutory au- ditors of the main accounting options chosen; (v) review of main legal disputes; (vi) hearing the findings of the Statutory auditors, including any audit adjustments; and (vii) review of draft press releases on annual and interimconsolidated financial statements; • semi-annual monitoring of Danone’s financial situation (debt and rating agencies); • regular monitoring of the impact of Covid-19 on Danone’s activity, financial position and performance; • review of riskmap for Danone’s principal risks (including financial) by the person responsible for risk monitoring and management, and review of the description of risk factors in the Universal Registration Document; • monitoring of the organization and effectiveness of the internal audit and control systems, including changes to internal audit and control work in light of the Covid-19 health crisis; • review of parts of the management report on internal control and risk management; • annual update on compliance; • monitoring of the call for tenders for the appointment of a new statutory auditor in 2022 to replace PricewaterhouseCoopers Audit, whose term of office has reached the authorized limit: review of its practical details (process, governance, timetable, selection criteria, etc.); monitoring of its progress; interview of candidates; analysis of candidates’ proposals and recommen- dations to the Board of Directors; • approval and regular monitoring of Statutory auditors’ fees in connection with their certification of the financial statements and other services, and review of their independence; • review and approval of the procedure for authorizing services, other than the certification of the financial statements, performed by the Statutory auditors and the members of their networks; • review of the proposed dividend distribution submitted to the Shareholders’ Meeting for approval; • review of financial authorizations submitted to the Shareholders’ Meeting for approval; • review of Danone’s tax situation; • update on IS/IT issues as regards accounting and financial information; • update on the operation of the Audit Committee. 5 7 2020 2019 AUDIT COMMITTEE MEETINGS 100% 95% ATTENDANCE RATE 2020 2019