217 / 364
DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
217
In addition, in reviewing the proposed appointments as Directors,
the Board of Directors, at the recommendation of the Nomination
and Compensation Committee, examined the situation of Mrs. Clara
GAYMARD in light of the independence rules of the AFEP-MEDEF
Code. The Board concluded that Mrs. Clara GAYMARD should be
considered an independent Director, because she meets all the in-
dependence criteria of the AFEP-MEDEF Code applied by the Board.
The presentation of Mrs. Clara GAYMARD and the analysis of this
candidate's independence are given in the report of the Board of
Directors to the Shareholders' Meeting (see section 8.3
Comments
on the resolutions of the Shareholders' Meeting
).
In accordance with French Financial Markets Authority recommen-
dation No. 2012-02, the table hereafter presents the situation of
each Director with regard to the independence criteria defined by
the AFEP-MEDEF Code (situation as of February 22, 2016):
Name
Employee or
executive direc-
tor and officer
during the past
five years
(a)
Cross-
directorships
(a)
Significant
business
relationship
(a)
Family
relationship
(a)
Statutory
audit
(a)
Term of office
exceeding
12 years
(a) (b)
Franck RIBOUD
X
O
O
O
O
X
Emmanuel FABER
X
O
O
O
O
X
Bruno BONNELL
O
O
O
O
O
O
(b)
Jacques-Antoine GRANJON
O
O
O
O
O
O
Marie-Anne JOURDAIN
X
O
O
O
O
O
Jean LAURENT
O
O
O
O
O
O
Gaëlle OLIVIER
O
O
O
O
O
O
Benoît POTIER
O
O
O
O
O
O
(b)
Isabelle SEILLIER
O
O
X
O
O
O
Mouna SEPEHRI
O
O
O
O
O
O
Jean-Michel SEVERINO
O
O
O
O
O
O
Virginia A. STALLINGS
O
O
O
O
O
O
Bettina THEISSIG
X
O
O
O
O
O
Serpil TIMURAY
O
O
O
O
O
O
Lionel ZINSOU-DERLIN
O
O
O
O
O
O
(a) “O” represents an independence criterion that is met; “X” represents an independence criterion that is not met.
(b) Concerning the application of the criterion of a term of office exceeding 12 years, see section
Review of Directors' independence
above.
Conflicts of interest
To the Company's knowledge, there are no family ties among the
Company's corporate officers and, during the last five years, no
corporate officer has been convicted of fraud, declared bankruptcy,
been placed in receivership or liquidation, been officially and publicly
accused and/or penalized by any statutory or regulatory authority,
or been prohibited by a court from being a member of a company's
administrative, management or supervisory body or fromparticipat-
ing in the management or administration of a company's business.
To the Company's knowledge, there are no potential conflicts of in-
terest between any Director's duties to the Company and their private
interests and/or other duties, with the exception of Mrs. Isabelle
SEILLIER (see section
Review of Directors' independence
above).
At the date of the present Registration Document, no corporate
officer is connected to the Company or one of its subsidiaries via a
services contract granting any benefits whatsoever.
Training of Directors
Danone offers (i) each new Director an extensive integration pro-
cess that includes individual meetings with several Directors and
individual interviews with members of General Management and
the Executive Committee, and (ii) all Directors the opportunity to
attend presentations by senior managers in charge of Danone's
main functions as well as regular on-site visits.
For example, Mrs. Serpil TIMURAY, a Director appointed in 2015,
completed an integration program in 2015 that included several
individual interviews with members of General Management and
the Executive Committee and attended presentations by several
directors of Danone's main functions.
Moreover, in accordance with the Board's rules of procedure,
specific training was provided by an outside organization to each
of the Directors representing employees. In 2015, one of the two
Directors representing employees received this academic training.
In accordance with Decree No. 2015-606 of June 3, 2015, the
Directors representing employees were also consulted in order
to obtain their opinion regarding the training that they wished to
receive during the year.