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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
210
Separation of the offices of Chairman of the Board
of Directors and Chief Executive Officer
Separation of the offices of Chairman of the Board of Directors
and Chief Executive Officer
The Board of Directors, at its meeting on September 2, 2014, at the
recommendation of the Nomination and Compensation Committee,
decided to separate the offices of Chairman of the Board of Directors
and Chief Executive Officer, effective October 1, 2014, and to appoint
Mr. Emmanuel FABER as Chief Executive Officer, with Mr. Franck
RIBOUD remaining Chairman of the Board of Directors. This sepa-
ration of offices creates the best conditions to organize Mr. Franck
RIBOUD's succession at the head of the Company, while ensuring
that Danone's strategy continues to evolve in accordance with the
Company's culture and values by maintaining Mr. Franck RIBOUD
as Chairman of Danone's Board of Directors.
Enhanced powers of the Chairman of the Board of Directors
In accordance with the law, the Chairman of the Board organizes and
directs the work of the Board, and reports on it to the Shareholders'
Meeting. He/she oversees the smooth operation of the Company's
governance bodies and ensures in particular that the Directors
are able to fulfill their duties. He/she may in particular request
any document or information that may serve to brief the Board in
preparing its meetings.
The Board decided to increase the Chairman's duties, during a
transitional period, in order to enhance consultation between the
Chairman and the Chief Executive Officer on all the major issues
impacting the life of the company, and to give the Chairman the ability
to represent Danone in its high-level relations. These duties aim at
preparing, in the best possible way, his succession at the head of
Danone and at ensuring a smooth and progressive transition. The
work carried out by the Chairman of the Board in 2015 is described
in section 6.3
Compensation and benefits for corporate officers and
governance bodies related to 2015 Annual fixed compensation
.
In accordance with the rules of procedure and in addition to his
powers under the law, the Chairman of the Board of Directors:
•
presides over and chairs the Strategy Committee;
•
monitors compliance with Danone's values and culture;
•
may, upon request by the Chief Executive Officer, represent the
Company in its high-level relations at a national and interna-
tional level, and in particular with public authorities and with
the Company's partners and strategic stakeholders;
•
may, without prejudice to the prerogatives of the Board of Directors
and its Committees, be regularly consulted by the Chief Executive
Officer concerning all events of significance with regard to the
Company's strategy in the framework of the priorities defined by
the Board of Directors, major external growth projects, large-
scale financial operations, societal initiatives or the appointment
of directors for the key activities and functions in the company.
Upon invitation by the Chief Executive Officer, the Chairman may
participate in internal meetings with the Company's managers
and teams in order to share his input on strategic issues.
In all these specificmissions, the Chairman acts in close coordination
with the Chief Executive Officer, who alone ensures the executive
and operational management of Danone.
Powers of the Chief Executive Officer
The Chief Executive Officer has full power to act in all circumstances
in the name of the Company, within the scope of its corporate pur-
pose and subject to the powers that the law expressly attributes to
shareholders' meetings and to the Board of Directors. The Board of
Directors' rules of procedure provide for limits to these powers for
certain decisions which, due to their purpose or the sums involved,
are subject to prior approval by the Board.
Thus, the Board of Directors is required to approve (i) strategic
investment projects and (ii) all transactions, such as acquisitions
or disposals, which may significantly impact Danone's results, its
balance sheet structure or its risk profile.
In particular, the Chief Executive Officer must obtain the Board of Directors' prior authorization for the following transactions:
Type of transactions
Authorization thresholds
Acquisitions or disposals of securities and/or assets,
partnerships or joint-ventures (in cash or by asset contributions,
carried out in one or several operations)
Threshold of €250 million applicable:
•
for acquisitions, partnerships or joint ventures: per investment
for Danone's share;
•
for disposals: proceeds received for Danone's share.
Any off-balance sheet commitment made by Danone
Threshold of €100 million for Danone's share.
Other investments
Any significant excess over the amount set in the annual budget.
Internal reorganizations
Any reorganization representing an overall cost for Danone's
share exceeding €50 million.