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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
216
Danone, within a Board of Directors that has a majority of inde-
pendent Directors as defined using the strictest application of
current standards. Moreover, the Board noted the absence of a
significant business relationship between Mr. Bruno BONNELL
and Danone based on the criteria presented above;
•
concerning Mr.
Benoît POTIER
, a Director for more than 12 years,
the Board has observed, in addition to the above explanation
regarding the Board of Directors' assessment of the 12-year
seniority criterion, the strong contribution to the Board's dis-
cussions by Mr. Benoît POTIER, Chairman and Chief Executive
Officer of Air Liquide, one of the largest CAC 40 companies, as
well as his ability to think and express himself freely. Mr. Benoît
POTIER also demonstrates a remarkable independence of mind.
Moreover, the Board noted the absence of a significant business
relationship between Mr. Benoît POTIER and Danone based on
the criteria presented above;
•
concerningMrs.
GaëlleOLIVIER
, the Board of Directors examined
her situation and, in particular, reviewed the financial transactions
between Danone and the Axa group, where Mrs. Gaëlle OLIVIER
is a senior executive. These financial transactions mainly cor-
respond to the payment by Danone of insurance premiums for
insurance policies covering property damage/operating losses
and civil liability as well as personal insurance policies. In any
case, for the 2015 fiscal year, the sums paid by Danone to the Axa
group were far less than 0.1% of the sales generated by either
Danone or the Axa group. In addition, this business relationship
existed long beforeMrs. Gaëlle OLIVIER's appointment as Director
and is not “materially” important for Axa. As a result, the Board
believed that, to the extent that these contracts or agreements
are concluded under market conditions in the normal course of
Danone's business and do not represent significant sums, none
of these contracts or agreements taken separately or together
is: (i) liable to give rise to conflicts of interest between, on the
one hand, Mrs. Gaëlle OLIVIER's duties towards Danone and its
shareholders in her capacity as Director and, on the other hand,
her private interests and/or other duties, and (ii) liable to impair
her independence as a Danone Director;
•
concerningMrs.
MounaSEPEHRI
, theBoard examinedher situation
given her functions at Renault. Thus, the Board analyzed whether
the presence of Mr. Franck RIBOUD on the Board of Directors of
Renault, a group in which Mrs. Mouna SEPEHRI performs man-
agement functions, could compromise Mrs. Mouna SEPEHRI's
independence. Pursuant to the rules of the AFEP-MEDEF Code,
the independence of a Director may be called into question only if
the Director is him/herself a corporate officer of Renault, which
is not the case (since Mrs. Mouna SEPEHRI is not a director of
Renault). The Board also reviewed the financial transactions
between Danone and the Renault group of which Mrs. Mouna
SEPEHRI is a senior executive. Renault is the supplier to the
company car leasing agencies used by Danone. The amounts
paid by Danone to the Renault group for fiscal year 2015 were
far less than 0.1% of the sales generated by either Danone or
the Renault group. In addition, this business relationship existed
long before Mrs. Mouna SEPEHRI's appointment as Director and
is not “materially” important for Renault. As a result, the Board
believed that, to the extent that these contracts are concluded
under market conditions in the normal course of Danone's
business and do not represent significant sums, none of these
contracts taken separately or together is: (i) liable to give rise
to conflicts of interest between, on the one hand, Mrs. Mouna
SEPEHRI's duties towards Danone and its shareholders in her
capacity as Director and, on the other hand, her private interests
and/or other duties, and (ii) liable to impair her independence
as a Danone Director;
•
concerning Mrs.
Serpil TIMURAY
,
the Board confirmed that
she meets all the AFEP-MEDEF Code independence criteria,
particularly as regards the absence of a business relationship
between Mrs. Serpil TIMURAY and Danone based on the criteria
presented above;
•
concerning Mr.
Lionel ZINSOU-DERLIN
, the Board believed that
the fact that he was an employee and senior executive of Danone
until 1997 does not call into question his qualification as an
independent Director. Indeed, the AFEP-MEDEF Code provides
that only those directors who were an employee or corporate
officer of the Company, of its parent company or of a company
that it consolidates over the five previous years be qualified as
non-independent. The Board therefore confirmed that Mr. Lionel
ZINSOU-DERLINmeets all the AFEP-MEDEF Code independence
criteria, including as regards the absence of a significant business
relationship between Mr. Lionel ZINSOU-DERLIN and Danone
based on the criteria presented above;
•
lastly, concerning Mrs.
Virginia A. STALLINGS
and Messieurs
Jacques-Antoine GRANJON
,
Jean LAURENT
et
Jean-Michel
SEVERINO
, the Board noted, in particular, the absence of a
business relationship between them and Danone and therefore
confirmed their qualification as independent Directors.