264 / 364
DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
264
(ii) Weighting of each performance criterion
The achievement of each of these two criteria (subject to the re-
quirement of continuous employment at the Group) determines the
definitive grant of half of the Group performance shares granted to
the beneficiary. Accordingly, and in all cases subject to a requirement
of continuous employment at the Group:
•
for beneficiarieswho are corporate officers or ExecutiveCommittee
members: the definitive grant of half of the shares will be subject
to achievement of the performance condition related to FCF, and
the definitive grant of the other half will be subject to achievement
of the performance condition related to CA; and
•
for the other beneficiaries: the definitive grant of shares repre-
senting a maximum of one-third of the grants will not be subject
to a performance condition (see hereafter); the definitive grant of
the remainder of the shares granted will be subject to achieve-
ment of the performance condition related to FCF for the first
half, and achievement of the performance condition related to
CA for the second half.
(iii) Exceptions to the application of performance conditions
Some of the Group performance shares granted pursuant to the
resolution approved in 2012 could be granted without performance
conditions within the following limits:
•
the grantees could only be Group employees, excluding corporate
officers and Executive Committee members;
•
these shares could not represent more than 25% of the total
number of shares eligible to be granted pursuant to this au-
thorization; and
•
these shares could not represent more than 33% of the total
number of shares granted for each respective employee.
(iv) Review of achievement of performance conditions
Concerning the average FCF level of at least €2 billion per year
during the Reference Period, the Board of Directors, at its meeting
on February 19, 2014, acknowledged that this objective had not
been achieved. As a result, the share of Group performance shares
granted corresponding to the FCF-related performance condition is
zero, with an impact of (i) 50% on the number of Group performance
shares granted to the corporate officers and Executive Committee
members and, (ii) 33% on the number of Group performance shares
granted to other beneficiaries.
On April 29, 2015, the Board of Directors noted that, based on the
report of a financial advisor and at the recommendation of the
Nomination and Compensation Committee, the average organic
growth in Danone's sales in fiscal years 2012, 2013 and 2014 (i.e.
5%) was higher than the Median organic growth in sales of the
Panel companies during the same period (i.e. 3.6%) and that the
performance condition related to sales had therefore been achieved.
Consequently, only half of the Group performance shares granted in
2012 to the corporate officers andExecutiveCommitteememberswere
delivered, and two-thirds were delivered to the other beneficiaries.