Danone // 2020 Universal Registration Document

corporate governance 6.3 Compensation and benefits of governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 246 guidance” and “no payment below the median” for the external performance conditions; • all components of the compensation of corporate officers and members of the Executive Committee are taken into account, including the potential benefit of a supplementary retirement plan, and their balance is ensured. Compensation policy for the Chairman of the Board of Directors (a non-executive corporate officer) for 2021 The principles presented below apply in the event of the duties of the Chairman of the Board and the Chief Executive Officer being sepa- rated. These principles are subject to the approval of the shareholders as part of the vote on the compensation policy. Director’s compensation The Chairman of the Board may receive compensation for his/her directorship if he/she does not receive fixed compensation, under the terms of the compensation policy for Directors described below. Fixed compensation and other benefits Fixed compensation • decided by the Board of Directors on the basis of the Governance Committee’s opinion; • in accordance with the principles presented above, and notably consistent with the Chairman’s res- ponsibilities and experience and with market practices and is determined in line with the average compensation of non-executive chairmen of CAC 40 companies with comparable responsibilities; • may be reviewed at relatively long intervals. Benefits in kind • benefits in kind may be granted only if they comply with Danone’s policy (such as access to the car and driver pool). Social security benefits • Group insurance, healthcare and pension benefits identical to those of all of the Company’s executives. Variable compensation The Chairman of the Board cannot receive any variable compensa- tion whatsoever, whether annual or in the form of long-term cash or long-term shareholding. Extraordinary compensation If a new Chairman of the Board is appointed further to an exter- nal recruitment, the Board may, upon recommendation of the Governance Committee, decide to grant this person extraordinary compensation in order to offset, in whole or part, the potential loss of compensation resulting from the acceptance of his/her new duties. Pursuant to Article L.22-10-34 II of the French Commercial Code, this compensation may be paid only after it has been approved by the Shareholders’ Meeting. Other components liable to be granted to the Chairman of the Board As indicated above, the Board of Directors takes all components of compensation into consideration when assessing the overall compensation of the corporate officers. Where applicable, the- refore, the determination of the Chairman’s compensation would take into account the commitments authorized under Article L.22- 10-9, paragraph 4 of the French Commercial Code, subject to the requirements of the AFEP-MEDEF Code. The Chairman of the Board of Directors may also receive additional compensation if he/she is a member of the Mission Committee.