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Combined Shareholders' Meeting of April 28, 2016
8.3 Comments on the resolutions of the Shareholders' Meeting
DANONE
REGISTRATION DOCUMENT 2015
331
Dividends paid in respect of the last three fiscal years
Fiscal year
Number of shares
Dividend distributed per share
(a)
(in €)
2012
643,162,000
1.45
2013
631,028,000
1.45
(b)
2014
643,792,000
1.50
(b)
(a) Dividend fully eligible for the 40% deduction provided for in Article 158-3.2° of the French tax code.
(b) The Shareholders' Meeting has offered to each shareholder of the Company the option of receiving the dividend in cash or in shares.
Composition of the Board of Directors (4
th
to 6
th
resolutions)
We request that you renew the terms of office of Mr. Franck RIBOUD
and Mr. Emmanuel FABER as Directors for the three-year period
set forth in the by-laws. These renewed terms of office would expire
at the end of the 2019 Shareholders' Meeting to approve the 2018
financial statements.
We also request that you appoint Mrs. Clara GAYMARD as a Director
for the three-year period set forth in the by-laws. Her term of office
would also expire at the end of the 2019 Shareholders' Meeting.
The Board of Directors noted that, if all its proposals are approved
by the Shareholders' Meeting, the changes in the Board's compo-
sition will allow the Board to continue the ongoing improvement in
Danone's governance.
Accordingly, the Board's composition at the end of the 2016
Shareholders' Meeting would compare with its composition at the
end of the 2015 Shareholders' Meeting as follows:
•
its independence rate would rise from 77% to 79%;
•
the percentage of women Directors would increase from 38%
to 43%;
•
the average age of Directors would fall from 55.4 to 56.4;
•
the average length of a Director's term of office would increase
from 6.9 years to 7.3 years;
•
its international composition would fall from 31% to 29%.
The Board notes that in recent years it has made a commitment
to shareholders to pay close attention to its membership when
proposing resolutions to the Shareholders' Meeting, notably with
respect to its independence, the percentage of women Directors
and the diversity of its expertise and its members.
Renewal of Mr. Franck RIBOUD's term of office
(4
th
resolution)
The February 22, 2016 meeting of the Board of Directors, acting
on the recommendation of the Nomination and Compensation
Committee, reviewed the situation of Mr. Franck RIBOUD, whose
reappointment as a Director is proposed to you.
1. Situation of Mr. Franck RIBOUD with respect to rules on
multiple directorships
The Board reviewed the situation of Mr. Franck RIBOUDwith respect
to rules on multiple directorships and concluded that these rules
had been fully respected. Currently, Mr. Franck RIBOUD is a Director
at only one other listed company (Renault).
The biography and list of all responsibilities and positions held by
Mr. Franck RIBOUD as of December 31, 2015 and during the past
five years is found above in section 6.2
Positions and responsibilities
of the Directors and nominees to the Board of Directors.
2. Combined employment contract and corporate officer term
of Mr. Franck RIBOUD
The Board notes that the employment contract of Mr. Franck RIBOUD,
who joined Danone as an employee in 1981, was suspended when
he was appointed as a corporate officer of Danone. In 2014, in con-
nection with the separation of the Chairman of the Board and Chief
Executive Officer offices as well as his appointment as Chairman of
the Board of Directors, the Board confirmed that his employment
contract should be maintained and remain suspended.
The Board felt that this system should be kept in place, given Mr.
Franck RIBOUD's age, personal situation and seniority as a Danone
employee.
The Board feels that the provisions of the AFEP-MEDEF Code with
respect to the cancellation of the employment contracts of corporate
officers are not relevant for directors who have at least ten years'
seniority at Danone. The Board feels that these provisions hinder
promotions from within the Company and are contrary to the prin-
ciple of management continuity that Danone strives to implement.
Moreover, the cancellation of the employment contract could dissuade
in-house candidates from accepting positions as corporate officers.
The implementation of these recommendations would also have had
the effect of depriving Mr. Franck RIBOUD of rights attached to his
employment contract, these rights having steadily vested over the
years of his professional career at Danone based on his seniority (34
years) and his effective work, including in particular the severance
pay and long-term benefits (such as participation in group plans),
benefits that in any event could not exceed the ceiling of two years
worth of compensation (fixed and variable).
The Board also noted that the French Financial Markets Authority
holds that a reasoned explanation for maintaining the employment
contract of a corporate officer justifies waiving the AFEP-MEDEF
Code recommendation.
3. Mr. Franck RIBOUD's attendance rate
Over the past three years, Mr. Franck RIBOUD's attendance rate was
100% at meetings of the Board and Strategy Committee.