Danone // 2020 Universal Registration Document
corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 228 of performance conditions and a review of whether they were achieved and of the obligation of the corporate officers and the members of the Executive Committee to hold their shares; • review of the 2020 and 2021 compensation policy for the corporate officer and Directors; • preparation of resolutions on the corporate officer’s 2019 and 2020 compensation at the 2020 and 2021 Shareholders’ Meetings; • determination of the compensation of members of the Mission Committee in connection with the adoption of Entreprise à Mission status; • review of draft resolutions regarding the grant of GPS by the 2020 and 2021 Shareholders’ Meetings; • decision to reduce the Chairman and Chief Executive Officer’s annual compensation for 2020 in light of the Covid-19 health crisis; • decision to reduce the Directors’ annual compensation for 2020 in light of the Covid-19 health crisis; • review of disclosures related to compensation: February 2020, July 2020 and February 2021. ENGAGEMENT COMMITTEE (FORMERLY THE PURPOSE & ENGAGEMENT COMMITTEE) Composition as of December 31, 2020 Date first joined the Committee Serpil TIMURAY Chair April 2019 Virginia A. STALLINGS April 2019 Bettina THEISSIG April 2019 Jean-Michel SEVERINO December 2020 Following the adoption of Entreprise à Mission status and creation of the Mission Committee, it seemed appropriate to change this Committee’s name to Engagement Committee. Duties The Engagement Committee has the following responsibilities: • monitoring the roll-out of policies, commitments and initiatives implemented by Danone as part of its 2030 Goals, notably in the health, environment, human resources, inclusive growth and B Corp™ certification areas; • maintain a dialogue with employees and their representatives by consulting with them on the company’s progress toward the 2030 Goals and by reporting to them on the discussions held by the Board on the long-term deployment of the “One Planet, One Health” company vision and the company’s progress toward the 2030 Goals; • review the reporting and non-financial control systems as well as themain results of non-financial information disclosed by Danone. The Engagement Committee’s duties are described in detail in the Board of Directors’ rules of procedure, which are available on the Danone website at www.danone.com (Section Investors/Governance/ By-laws & Rules of procedure). Activity and work of the Engagement Committee Meetings and attendance In 2020, the Committee held five meetings, including two in which the 26 volunteers representing Danone’s 100,000 employees under the “One Person, One Voice, One Share” program participated by videoconference. A report on each Engagement Committee meeting is presented at the Board of Directors’ meeting and the meeting minutes are sent to the Directors, thereby enabling the Board to be fully informed of the issues related to social and environmental responsibility and facilitating its work and proceedings. Work of the Committee in 2020 and early 2021 • review of the WeActForWater project launched by Danone, parti- cularly the creation of a new fund, the Water Access Acceleration Fund; • monitoring of Danone’s initiatives in the area of regenerative agriculture; • update on packaging; • presentation of the “EU Call to Action for a Common Food Policy 2020-2024” launched by Danone as part of the European Green Deal; • monitoring of the various business coalitions in which Danone participates (One Planet Business for Biodiversity and Business for Inclusive Growth); • update on the call to action on breast milk substitutes launched by the World Health Organization, UNICEF and several large civil society organizations, and review of Danone’s commitments in this area; 2020 2019 ENGAGEMENT COMMITTEE MEETINGS 5 5 96% 92% ATTENDANCE RATE 2020 2019
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