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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
214
to freely exercise his/her judgment”, and sets forth the following
independence criteria:
•
he/she is not, and during the previous five years has not been,
an employee or executive director and officer of the company, or
an employee or director of its parent company or of a company
within its consolidation scope;
•
he/she is not an executive director and officer of a company in
which the company directly or indirectly holds a directorship or
in which an employee appointed for such purpose or an executive
director and officer of the company (currently or who has held
such position within the previous five years) holds a directorship;
•
he/she is not a customer, supplier, investment bank or com-
mercial bank:
• that is significant to the company or its group,
• or for which the company or its group represents a significant
part of its business;
•
he/she does not have close family ties with an executive director
and officer;
•
he/she has not been one of the company's statutory auditors
during the previous five years;
•
he/she has not been a director of the company for more than 12
years (see, on the application of this criterion, section
Application
of the AFEP-MEDEF Corporate Governance Code for listed compa-
nies
hereafter).
Duty to report conflicts of interest
Each Director must at all times ensure that his/her personal situation
does not create any conflict of interests with Danone. Any Director
who has a conflict of interest must (i) report it to the Board so that
the latter may make a decision thereon, and (ii) refrain from taking
part in any deliberations and vote on the relevant matter.
Each Director must provide a sworn statement describing whether
or not he/she has any conflicts of interest, including potential con-
flicts of interest: (i) at the time he/she takes office, (ii) annually, in
response to the Company's request when preparing the Registration
Document, (iii) at any time, if requested by the Chairman of the Board
of Directors, and (iv) within 10 business days of the occurrence of
any event that causes the Director's previously filed statement to
become inaccurate, in whole or in part.
Confidentiality obligation
Directors are bound by a general confidentiality obligation regarding
the decisions of the Board and of the Committees, as well as with
respect to confidential information of which they become aware in
the performance of their duties as a Director.
The Directors' general confidentiality obligation was extended to
all information and documents of which they may become aware in
the course of their duties as a Director.
Attendance requirement
With respect to their attendance obligations, Directors must limit
the number of offices and Board committee chairs they hold in other
companies to ensure sufficient availability. Should an executive di-
rector and officer wish to accept a new appointment within a French
or foreign listed company, he/she must first inform the Chairman
of the Board of Directors and the Chairman of the Nomination and
Compensation Committee and obtain the prior approval of the
Board of Directors.
Transactions in the Company's shares
The shares in question include Danone shares and all financial
instruments linked to them.
In general, members of the Board of Directors are bound by a duty
to exercise due care and diligence, as well as an obligation to take
special care with respect to any personal transactions involving
Danone's shares.
In particular, Directors may not engage in speculative or short-term
transactions involving the Company's securities.
Furthermore, they may not engage in transactions in Danone's
shares in the following cases:
•
if they have information that, when published, is likely to affect
the price of the shares;
•
during periods explicitly indicated by the Company, in particular
during the month preceding announcements of the Company's
annual and interim results, and during the two-week period prior
to publication of the Company's quarterly sales.
In addition, members of the Board of Directors must not use any
instruments to hedge DANONE shares or any financial instruments
linked to DANONE shares (in particular, call options or rights to
Danone shares subject to performance conditions). This rule also
applies to all transactions engaged in by persons who are related
to the Directors (within the meaning of the applicable regulations).
Any Director who is unsure about a transaction involving Danone's
shares (or other financial instruments) that he/she intends to enter
into or the precise nature of the information he/she is required to
disclose, must inform the Chairman of the Board of Directors or
the Lead Independent Director accordingly.
Finally, the Board of Directors' rules of procedure also prohibit
Directors from engaging in transactions in shares (and all related
financial instruments) of companies for which they have insider
information (within the meaning of the applicable regulations) as a
result of their duties at Danone.
Board of Directors' assessment
The Board's composition, organization and operation are assessed
every two years. This assessment may be a self-assessment, an
assessment by the Nomination and Compensation Committee or
an assessment by a third party organization.
In addition, once a year the Board devotes one item on the agenda
of one of its meetings to discussion of its operation.
Training of Directors
Each Director is entitled to the training necessary for him/her to carry
out his/her term of office, either upon appointment or throughout
his/her term. This training, whether internal or external, enables
the Director to understand in particular Danone's business, risks
and organization, or to improve certain specific skills. It is organized
and paid for by the Company.
The Directors representing employees receive training suitable
to carrying out their terms of office as soon as they take up their
positions.
Furthermore, when assuming their positions, all new Directors
receive all the documentation and information required to ensure
thorough knowledge and understanding of Danone and its accounting,
financial and operating characteristics (history, organization, legal
structure, financial results, press summaries, analysts' reports,
press releases issued by the Company, etc.) and the performance
of their duties as members of the Board of Directors (rules of pro-
cedure of the Board and Committees, AFEP-MEDEF Code, etc.). The
Secretary of the Board also provides themwith the rules pertaining
to holding, communicating and using insider information, and to
transactions on DANONE shares.