Danone // 2020 Universal Registration Document

6 corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 227 GOVERNANCE COMMITTEE Composition as of December 31, 2020 Date first joined the Committee Michel LANDEL Chairman April 2018 Benoît POTIER April 2012 Lionel ZINSOU-DERLIN February 2015 Clara GAYMARD April 2016 Duties The Governance Committee is responsible formonitoring governance matters, notably the appointment of Board members and corporate officers, as well as matters involving their compensation, especially with respect to the AFEP-MEDEF Code on corporate governance at listed companies, which serves as a reference for the Company. It reviews the corporate governance rules applicable to the Company and monitors their implementation as well as any changes thereto. The Governance Committee’s duties are described in detail 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 Governance Committee Meetings and attendance A report on each Governance Committeemeeting is presented at the next Board of Directors’ meeting and activity reports enable it to be fully informed, thereby facilitating its proceedings. The Chairman and Chief Executive Officer regularly works with the Governance Committee, except on matters involving him personally. Work of the Committee in 2020 and early 2021 Regarding governance • detailed reviewof the proposal to adopt Entreprise àMission status and discussion regarding the purpose and the social, societal and environmental objectives to be included in the by-laws; • review of the organization and composition of the Mission Committee; • annual review of the relevance of the governance structure, particularly in the context of the Covid-19 health crisis; • review of the organization of Danone’s General Management; • Committee’s discussion regarding the best possible organization in connection with the establishment of a long-term and short- term succession plan, with the Committee agreeing to review this matter in depth in the first half of 2021; • reviewof the external assessment of the Board and its Committees conducted by a specialized firm which presented a summary of the results to the Committee; review of the findings of the as- sessment report and development of a process for monitoring the main areas in need of attention; • annual review of the operation of the Board of Directors and the Committee; • annual individual reviewof (i) eachDirector’s independence and any actual or potential conflicts of interest (see section Independence of Directors above) and (ii) the Directors’ attendance; • review of the composition of the Board with respect to its diversity policy, and specifically the relative number of female Directors, independent Directors, international Directors and the suitability of the Directors’ expertise, leading to a review for the 2020 and 2021 Shareholders’ Meetings of term of office renewals and possible appointments of new Directors; • review of draft reports on corporate governance for the years 2020 and 2021; • review of the voting results of the June 26, 2020 Shareholders’ Meeting and discussion regarding the less than 80% approval rate of the resolution on the renewal of a Director’s term of office because of his/her 67%participation rate at Boardmeetings in 2019; • monitoring of the capital increase reserved for employees par- ticipating in the Company Savings Plan; • monitoring of “One Person, One Voice, One Share” program. Regarding compensation • review of Danone’s compensation policy, notably the review of weightings of its components and coherence of performance conditions; • review and determination of the criteria and weighting factors for annual variable compensation; in particular, definition for each criterion of the target, cap, maximum andminimum attributable; • review of the compensation programs: (i) long-termcompensation in cash, including a reviewof whether performance objectiveswere achieved and setting performance objectives for the year; and (ii) long-term compensation in shares, including the determination 5 8 2020 2019 GOVERNANCE COMMITTEE MEETINGS 100% 100% ATTENDANCE RATE 2020 2019