221 / 364
DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
221
Compliance with the rules of procedure
The Lead Independent Director ensures that the rules of procedure of
the Board of Directors are complied with. As part of the consultation
procedure concerning transactions by Directors in DANONE shares
(see section
Transactions in the Company's shares
above), the Lead
Independent Director may be consulted by Directors in the same
way as the Chairman.
Relations with shareholders
The Lead Independent Director assists the Chairman and the Chief
Executive Officer, upon their request, to answer questions from
shareholders, and makes himself/herself available to meet with
them and receive comments and suggestions from them, at the
request of and with the approval of the Chairman and the Chief
Executive Officer.
Activity report
The Lead Independent Director reports on the execution of his/her
duties once a year to the Board of Directors.
During Shareholders' Meetings, he/she may be requested by the
Chairman to report on his/her actions.
Powers
As part of his/her duties, the Lead Independent Director exercises
the following powers:
Convening of the Board of Directors/Agenda/Informing Directors
The Lead Independent Directormay request the Chairman to convene
the Board of Directors for a given agenda.
He/she may propose to the Chairman additional agenda items.
He/she ensures that the Directors are capable of performing their
duties under the best possible conditions, and notably that they are
properly informed prior to the Board of Directors meetings.
Independent Directors
The rules of procedure of Danone's Board of Directors specify that
the independent Directors should hold at least onemeeting per year,
on the proposal of the Lead Independent Director, who may invite
the Company's other external Directors to attend this meeting. The
Lead Independent Director ensures the link between the independent
Directors, the other Board members and General Management.
Committees of the Board of Directors
The Lead Independent Director may be appointed by the Board of
Directors to serve as Chairman or member of one or more Board of
Directors Committees. Even if not appointed, the Lead Independent
Director may attend the meetings and has access to the work of the
other Committees. In particular, the Lead Independent Director is
involved in the work of the Nomination and Compensation Committee
concerning the annual performance assessment and recommen-
dations regarding the compensation of corporate officers.
Meetings with managers
The Company keeps the Lead Independent Director regularly informed
of its activities, including through the organization of regular meet-
ings with operational or functional managers, upon his/her request
and after informing the Chairman and the Chief Executive Officer.
Means
The Lead Independent Director has access to all documents and
information that he/she deems necessary to fulfill his/her duties.
Appointment and renewal of office
of Mr. Jean LAURENT as Lead Independent Director
Mr. Jean LAURENT was appointed as Lead Independent Director
by the Board of Directors on February 18, 2013 in view of his in-
dependence, experience and knowledge of Danone. The Board of
Directors took into account the extensive business experience of Mr.
Jean LAURENT, former Chief Executive Officer of a major banking
group, as well as his in-depth knowledge of the Board and Danone.
Indeed, he has served the Group as Director since 2005, Chairman
of the Social Responsibility Committee since 2007, and Chairman of
the Nomination and Compensation Committee since 2011.
Given Jean LAURENT's record as Lead Independent Director, on
February 19, 2015 the Board of Directors decided to renew his
appointment as Lead Independent Director.
Work
In 2015, the work of the Lead Independent Director included the
following:
•
convening and chairing a meeting of Danone's non-executive
Directors in December 2015 regarding, in particular, Danone's
governance and the Board's operation;
•
participation in several interviews with nominees to the Board
of Directors;
•
regular discussions with the Board Chairman and Secretary
concerning governance-related issues and preparations for the
Shareholders' Meeting;
•
monitoring of the separated governance structure;
•
reviewof conflict-of-interest questionnaires submitted by Directors
at the end of the year to confirm the absence of conflicts of interest;
•
organization of communication with certain Danone shareholders
and with the French Financial Markets Authority (AMF);
•
visits to sites outside France;
•
participation in the annual strategic seminar for Danone senior
executives.