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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
263
Performance conditions for grants made in 2012
(i) Nature of performance conditions and quantifiable objectives for each performance criterion
(a) Comparison of the average growth in the Group's net sales (“CA”), on a like-for-like basis, with that of a reference panel during the
CA Reference Period:
•
if the Group's CA exceeds or is equal to the Median CA of the Panel, the definitive grant will be 100%; and
•
if the Group's CA is less than the Median CA of the Panel, the definitive grant will be 0%, in accordance with the “no payment below
the median” principle.
Definitions
Group CA
Average internal (“organic”) growth in the Group's sales during fiscal years 2012,
2013 and 2014 (on a consolidated and like-for-like basis, i.e. excluding changes in
scope and exchange rates).
Each Panel member's CA
Average internal (“organic”) growth in the sales generated by the Panel member
during fiscal years 2012, 2013 and 2014 (on a consolidated and like-for-like basis, i.e.
excluding changes in scope and exchange rates).
Panel CA
CAs of all Panel members.
CA Reference Period
First three years of the vesting period for each grant, the first year being the year in
which the grant is approved (i.e. fiscal years 2012, 2013 and 2014).
Median CA of the Panel
Value of the Panel member's CA that divides the Panel CAs into two equal parts (i.e.
such that there are as many Panel members with a CA exceeding or equal to the Median
as Panel members with a value less than or equal to the Median), it being specified
that, if the Panel members are an even number, the Median CA of the Panel will be
equal to the average of the two middle values of the Panel CAs.
Panel
Seven leading international groups in the food and beverage sector, i.e. Unilever N.V.,
Nestlé S.A., PepsiCo Inc., The Coca-Cola Company, General Mills Inc., Kellogg Company
and Kraft Foods Inc. (replaced by Kraft Food Group Inc. and Mondelez International
following the spin-off of Kraft Foods Inc. in 2012).
Other applicable rules
No publication or late publication of audited
accounting or financial data
Of a Panel member:
the Board of Directors may, exceptionally, exclude this Panel
member through a duly justified decision taken at a later date and mentioned in the
Board of Directors' report to the Shareholders' Meeting.
Of several Panel members:
the Board of Directors makes a duly justified decision at
a later date which is mentioned in the Board of Directors' report to the Shareholders'
Meeting, on the basis of the most recent audited financial statements published by
the Panel members and by Danone over the last three completed fiscal years for
which financial statements were published for all the Panel members and for Danone.
Exclusion of a Panel member in case of
acquisition, absorption, dissolution, spin-off,
merger or change in its business
The Board of Directors may, through a duly justified decision taken at a later date and
mentioned in the Board of Directors' report to the Shareholders' Meeting, exclude this
Panel member, provided that it maintains the overall consistency of the peer group.
Recognition by the Board of Directors of
fulfillment of this performance condition
The Board of Directors must state whether this performance condition was met,
through a duly justified decision taken at a later date and mentioned in the Board of
Directors' report to the Shareholders' Meeting, following a recommendation by the
Nomination and Compensation Committee, and based on a report of a financial advisor.
(b) Achievement by the Group of a free cash flow (“FCF”) averaging at least €2 billion per year during the Reference Period
Definitions
FCF
The Group's free cash flow during the FCF Reference Period.
FCF Reference Period
First two years of the vesting period for each grant, the first year being the year in
which the grant is approved.