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DANONE

REGISTRATION DOCUMENT 2015

Corporate Governance

6.4 Internal control and risk management

291

•

managing and analyzing (i) the internal control indicators, and

(ii) the results of the assessments and action plans implemented

by the community of internal controllers;

•

establishing and monitoring operational risk mapping at the

various levels of the organization and managing the network of

internal controllers on priority actions to be defined in response

to these risk maps;

•

supporting and overseeing the international network of internal

controllers through coordination, communication and training

initiatives.

Internal Audit Department

The Internal Audit Department is part of the Financial Controlling

Department. It reports functionally to the Chairman of the Audit

Committee (see section 6.1

Governance bodies

) and submits a re-

port twice a year to the Audit Committee on internal audit activity.

The Internal Audit Department consists of a central team of audit

directors and managers which oversees internal teams of audi-

tors with the support of auditors from international audit firms

(including KPMG) and manages a Singapore-based internal audit

team. It conducts regular audits at the operating units as well as

audits covering central and cross-functional issues. In 2009, the

Internal Audit Department was certified, for the first time, by the

French Institute for Internal Audit and Internal Control (IFACI) in

accordance with International Internal Auditing Standards. The

Internal Audit Department was again certified by IFACI in 2012 and

then in 2015. The interim follow-up audits have always confirmed

the IFACI certification.

This central unit is supported by the audits and supervision activi-

ties of other centralized functions (Food Safety, Quality, Industrial,

Safety, Environment, Information Systems, Crisis Management,

Organization, Human Resources, etc.).

Compliance Department

As part of General Secretary team, the Compliance Department

directly reports to the General Secretary, to the Executive Committee

and to the Audit Committee.

The Compliance Department mission mainly consists in protecting

Danone from risks related to bribery, anti-competitive behavior,

and non-compliance with data privacy rules. In this context, the

Compliance Department is in charge of Danone fraud reporting

and whistleblowing system (Dialert).

Other internal control participants

In Danone's largest and most complex subsidiaries, particularly in

emerging countries, the local head of internal control is supported

by a team of operational internal controllers, who are responsible

for ensuring the proper operational application of internal control

practices at the sites (warehouses, plants, etc.).

In addition, the operational line managers at the subsidiaries and

headquarters play a major role in internal control and its implemen-

tation in their respective areas of responsibility, with support from

the relevant corporate functions (mainly Finance, but also Human

Resources, Sustainable Development, Environment, Safety, Quality,

Information Systems, Legal, etc. – see section

Risk identification and

assessment

hereafter).

Finally, (i) the DANgo steering and cross-functional coordination

Committee, (ii) the Internal Control steering Committee, (iii) the

Dialert Committee (fraud monitoring), and (iv) the Compliance

Committee described hereafter are also involved in themanagement

and continuousmonitoring of internal control, with a view to ensuring,

in particular, consistency with the operating activity at all levels.

Danone's overall internal control and risk management process

Internal control consists of the following five closely-related

components:

•

control environment;

•

risk identification and assessment;

•

control activities;

•

dissemination of information;

•

continuous monitoring.

They are implemented as described hereafter.

Control environment

The aim of the control environment is to make staff aware of the

usefulness and necessity of internal control; it is the foundation of

all the other components of internal control and imposes an ethical

standard, discipline and an organization.

Danone's control environment is based on the following:

•

Danone's values, which are widely communicated across all of

the subsidiaries and Danone's dual economic and social project;

•

the Business Conduct Policy, defined by the Group and conveyed

through a Questions&Answers booklet updated inDecember 2011;

•

the human resources and social policy, particularly with regard

to employee development and training;

•

the impetus given by the Board of Directors and the willingness

to achieve continuous improvements in all operating procedures,

as expressed by the Danone's General Management;

•

the DanoneWay approach, which is deployed in nearly all Danone's

subsidiaries;

•

an anti-fraud program, which has been deployed and operated by

the Group for several years and which informs the subsidiaries'

Management Committees and all employees of internal fraud

and corruption risks. This anti-fraud program is based on seven

“stages”: (i) raising awareness, (ii) prevention, (iii) detection, (iv)

investigation, (v) penalties, (vi) reporting and (viii) continuous im-

provement of the internal control system. In addition, since 2006

Danone has operated a whistleblowing system (Dialert), which

focuses on internal control matters concerning (i) employees, (ii)

suppliers and (iii) any failure to comply with the terms defined by

the World Health Organization Code. The system's visibility was

enhanced in 2010 through the gradual deployment of an intro-

ductory guide (Danone Inside Pack) for new employees, which

highlights the Business Conduct Policy and the ethics hotline;

•

the standardization of Danone's operating processes through the

implementation of the DANgo framework and the regular use of

a single integrated information system (Themis, see section

SAP/

Themis integrated information system

hereafter) which contribute

to the strength of the control environment;

•

the DANgo framework (see section

Danone's internal control

framework

:

DANgo)

above

:

accessible to all Danone employees

in a user-friendly electronic version, it is subject to a systematic

annual review by which the Group ensures that the DANgo internal

control and best practices framework is kept up-to-date. DANgo

is updated by (i) experts from the network of internal controllers

and (ii) operational teams at various business lines, which enables