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DANONE

REGISTRATION DOCUMENT 2015

Corporate Governance

6.1 Governance bodies

208

In accordance with Article L. 225-37 of the French commercial code, this section on Corporate Governance includes the Chairman's report (i) on

the composition, the conditions for the preparation and organization of the work performed by the Board of Directors (section 6.1 Governance

bodies), as well as (ii) on the internal control and risk management procedures at Danone (section 6.4 Internal control and risk management).

In accordance with Article L. 225-37 of the French commercial code, the Company declares that it refers to the Corporate Governance Code for

listed companies revised in November 2015 (the “AFEP-MEDEF Code”).

This report was prepared based on work completed by the Legal Department, working closely with the Human Resources Department, the Finance

Department and the Internal Control Department. It was first presented to the Nomination and Compensation Committee on February 11, 2016

and was then approved by the Board of Directors on February 22, 2016.

6.1 GOVERNANCE BODIES

TABLE OF CONTENTS

Board of Directors

209

Composition

209

Rules applicable to the organization and governance of

the Board of Directors

212

Operation during the fiscal year

215

Work

218

Self-assessment

220

Lead Independent Director

220

Audit Committee

222

Composition

222

Rules of procedure

222

Work

223

Nomination and Compensation Committee

224

Composition

224

Rules of procedure

224

Work

225

Social Responsibility Committee

226

Composition

226

Rules of procedure

226

Work

227

Strategy Committee

228

Composition

228

Rules of procedure

228

Work

228

Executive Committee

229

Role

229

Composition

229

Application of the AFEP-MEDEF Corporate Governance

Code for listed companies

230