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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
341
(in €)
Amount or value for
accounting purposes
submitted to a vote at
the 2016 Shareholders'
Meeting
Presentation
Non-compete indemnity
No amount due for
the fiscal year just
ended
The non-compete clause currently applicable to Mr. Emmanuel FABER allows
Danone, at its discretion, to activate the clause for a period of 18months, provided
it pays out a gross monthly indemnity that corresponds to 50% of his average
gross base salary and his target bonus paid out during the previous 12 months,
or to release him from this commitment without any financial consideration.
To avoid a situation of multiple offices being held in a manner incompatible
with AFEP-MEDEF Code recommendations, the Board of Directors' meeting
of February 10, 2010, acting on the recommendation of the Nomination and
Compensation Committee, amended the suspended employment contract of Mr.
Emmanuel FABER such that the non-compete clause may only be exercised by
the Company in the case of his resignation, in which case no indemnity for the
termination of the employment contract or any other indemnity due in certain
cases of his ending his term of office would be paid.
Supplementary retirement
plan
No amount due for
the fiscal year just
ended
Corporate officers are covered by the defined benefit retirement plan set up
for certain executives classified as Group Senior Managers (125 persons still
benefit from this plan). This retirement plan was closed to any new beneficiaries
as of December 31, 2003.
In compliance with the French law 2015-990 of August 6,2015 (Macron law), the
conditional future rights that will be granted to Mr. Emmanuel FABER, upon the
renewal of his term of office in April 2016, in connection with defined benefit
retirement obligations that satisfy the characteristics of plansmentioned in Article
L. 137-11 of the French social security code and are subject to the provisions
of Articles L. 225-22 and L. 225-42-1 of the French commercial code, will be
submitted to the Shareholders' Meeting's approval and the annual increase in
Mr. Emmanuel FABER's retirement benefits starting with his renewal will be
subject to a performance condition.
All information on Mr. Emmanuel FABER's defined benefit retirement plan and
performance condition relating to increase of future retirement rights is provided
in section 6.5
Statutory auditors'
s
pecial report on related party agreements and
commitments
.