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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
215
Information of Directors
Concerning ongoing information of Directors, the rules of procedure
provide that:
•
prior to each Board meeting, each Director should receive a file
on the agenda items requiring specific analysis and advance
reflection, so that he/she can consider his/her position on the
matters to be discussed at the meeting in an informed and en-
lightened manner; the Lead Independent Director also ensures
that the Directors are provided with a high level of information
in advance of Board meetings;
•
at each Board meeting, the Chairman advises Directors of the
main facts and significant events affecting the Company since
the date of the previous Board meeting;
•
between Board meetings, the Directors receive all necessary
information concerning events or transactions of significance to
Danone. More generally, the Directors may at any time request
from the Chairman all information and documents they deem
necessary to perform their duties. In particular, they receive ad-
ditional press releases to those reviewed during Boardmeetings;
•
General Management specifically informs the Board of Directors
of the Company's financial position, cash position and commit-
ments at least once every six months.
Operation during the fiscal year
Review of Directors' independence
On February 22, 2016, the Board of Directors, at the recommendation
of the Nomination and Compensation Committee, conducted its
annual review of the independence of each of the Directors based
on the independence criteria defined by the rules of procedure
in accordance with the AFEP-MEDEF Code (see section
Rules of
procedure
above).
Concerning the independence criterion of the AFEP-MEDEF Code
whereby holding a term of office for more than 12 years is
ipso facto
sufficient to result in the loss of independence, the Board observes
that Danone's development strategy is based on a dual economic
and social project which gives it a unique culture. In this respect,
the Board has reaffirmed on many occasions the importance that
it places on the Company's cultural factors in order to assess the
pertinence and feasibility of the projects submitted for its approval.
It believes that Danone's culture is a unique competitive advantage
that benefits both the Group and its shareholders. In this connec-
tion, the Board has noted that many years of experience as a Board
member allows a better understanding of the cultural traits specific
to the Company and its mission and therefore helps to inform the
Board's work and allows its members to make critical and indepen-
dent decisions while preserving Danone's identity and culture over
the long term. Based on these assessment criteria analyzed on a
practical, regular and personalized basis, the Board of Directors
decided that the 12-year criterion defined by the AFEP-MEDEF
Code, among five other criteria, is not in itself sufficient to cause
an independent director to lose his/her independence.
As of February 22, 2016, Danone's Board of Directors consists
of 15 Directors, ten of whom are considered independent, for an
independence rate of 77%. As a reminder, in accordance with the
recommendations of the AFEP-MEDEF Code, the two Directors
representing employees are not included in the calculation of the
independence rate.
Non-Independent Directors
When examining the business relationship between a Director
and Danone to determine whether there are significant business
relations that may affect a Director's independence, the criteria
used by the Board are both quantitative and qualitative and include
the amount of sales generated and an analysis of the nature of the
existing relationship.
Aside from the two Directors representing employees, the three
Directors who are not considered independent are:
•
Messrs.
Franck RIBOUD
and
Emmanuel FABER
in their capacity
as corporate officers;
•
Mrs.
Isabelle SEILLIER
, senior executive at the J.P. Morgan
group. During the annual review to assess Director indepen-
dence, the Nomination and Compensation Committee and the
Board specifically examined the business relationship between
Danone and J.P. Morgan, which is one of the banks with which
Danone regularly conducts business. Although it does not ap-
pear significant in terms of amounts for fiscal year 2015, the
Board believed that this business relationship was liable to be
significant and create a situation of conflict of interest, due to: (i)
the very nature of the business relationship, as the J.P. Morgan
group is a bank which Danone regularly uses, particularly for
financing and consulting on mergers and acquisitions, and (ii)
the office of senior executive held by Mrs. Isabelle SEILLIER
within the J.P. Morgan group for the EMEA region. The Board
therefore decided to consider Mrs. Isabelle SEILLIER to be a
non-independent Director.
In that context, at the recommendation of the Nomination and
Compensation Committee, the Board has taken various steps to
ensure that potential conflicts of interest related to Mrs. Isabelle
SEILLIER's functions are managed by Danone, in particular: (i)
systematic abstention by Mrs. Isabelle SEILLIER from participating
in discussions and voting on any deliberations that could put her in
a situation in which there is a conflict of interest, (ii) express ref-
erence in the report of the Board of Directors to the Shareholders'
Meeting of her designation as a non-independent Director and of
the existence of potential conflicts of interest involving her, (iii) full
transparency on compensation terms for the J.P. Morgan group by
Danone as part of agreements subject to shareholders' approval,
and (iv) where applicable, a resolution concerning all new regulated
agreements entered into with J.P. Morgan, which will automatically
be put to a separate shareholders' vote during the subsequent
Shareholders' Meeting.
Independent Directors
The ten independent Directors areMessrs. BrunoBONNELL, Jacques-
Antoine GRANJON, Jean LAURENT, Benoît POTIER, Jean-Michel
SEVERINO and Lionel ZINSOU-DERLIN and Mrs. Gaëlle OLIVIER,
Mrs. Mouna SEPEHRI, Mrs. Virginia A. STALLINGS and Mrs. Serpil
TIMURAY, whomeet the AFEP-MEDEF Code's independence criteria
as of February 22, 2016:
The Board has examined the situation of each of them in light of the
recommendations of the AFEP-MEDEF Code and has found them
to be independent:
•
concerning Mr.
Bruno BONNELL
, a Director for more than 12
years, the Board has observed, in addition to the above explanation
regarding the Board's assessment of the 12-year seniority crite-
rion, that Mr. Bruno BONNELL consistently presents himself as
an independent thinker who expresses himself freely, which leads
him to take clear, constructive positions and provide specific and
distinct viewpoints during Board discussions. The Board noted
that Mr. Bruno BONNELL's positions have enriched its decisions
and that the independence of his positions is very valuable for