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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
219
Specific matters
In 2015 and in February 2016, the Board of Directors focused on the
following specific topics:
(i) Transactions and accounting and financial position
•
review of the year-end closing process in connection with the
2015 statutory and consolidated financial statements;
•
monitoring of Danone's debt (change, amount, composition and
repayment schedules);
•
review of the annual authorization in connection with Danone's
commercial paper issue program;
•
review of Danone's financing transactions;
•
implementation of a capital increase reserved for employees;
•
review of the authorization for Danone's guarantee, in the total
amount of €750 million per year for commitments of Danone
Corporate Finance Services (in connection with financial risk
management transactions carried out by it on behalf of Group
companies);
•
payment of the 2014 dividend in DANONE shares;
•
in connection with the Shareholders' Meeting of April 28, 2016,
review of the resolutions to be submitted to the Shareholders'
Meeting regarding the Company's share buyback program, as
well as the payment of dividends.
(ii) Corporate governance
In connection with the Shareholders' Meeting of April 29, 2015
•
review of the composition of the Board, which led to the pro-
posal to renew the terms of office of Messrs. Jacques-Antoine
GRANJON, Jean LAURENT and Benoît POTIER, Mrs. Mouna
SEPEHRI and Mrs. Virginia A. STALLINGS, and to appoint Mrs.
Serpil TIMURAY as Director;
•
authorization of new regulated agreements and examination
of the agreements concluded and authorized during previous
fiscal years which remained in effect during the 2014 fiscal year;
•
proposal to increase the total amount of attendance fees and to
modify their rules of allocation.
In connection with the Shareholders' Meeting of April 28, 2016
•
review of the composition of the Board and, more specifically,
review of (i) the appointment of Mrs. Clara GAYMARD as Director,
(ii) the renewal of the terms of office as Directors of Messrs.
Franck RIBOUD and Emmanuel FABER, and (iii) the renewal
of their respective terms of office as Chairman of the Board of
Directors and Chief Executive Officer, subject to the condition
precedent of the renewal of their terms of office as Directors by
the Shareholders' Meeting;
•
review of the retirement commitments made to Messrs. Franck
RIBOUD and Emmanuel FABER and of the performance conditions
related to the annual rights of Mr. Emmanuel FABER;
•
review of the commitments relating to Mr. Emmanuel FABER's
severance pay;
•
review of the statutory auditors selection procedure, which
led to the proposal to renew the term of office of the current
statutory auditors;
•
annual review of regulated agreements.
(iii)
Other governance items
•
meeting of the external Directors (“executive session”) orga-
nized on the proposal of the Lead Independent Director and
regarding Danone's governance and, in particular, its operation
and development;
•
review of the activity of the Lead Independent Director (annual
work and annual update on the Board's operation).
(iv) Activity and strategy for fiscal year 2015
•
detailed review and ongoingmonitoring of work of the Compliance
team;
•
ongoing review of the Danone 2020 transformational plan, a five-
year plan that consists of three major priorities directly related
to Danone's activity (food, strategic resources and people and
organization), which should guide Danone towards a new phase
of its development;
•
follow-up to the creation of the Strategy Committee.
(v) Equity divestments and acquisitions
•
review of the acquisition of assets of the Trèfle dairy (Fresh Dairy
Products, Algeria);
•
review of the agreement with Mengniu and Yashili regarding the
merger of the business operations of Dumex in China with Yashili
and the increase in Danone's equity interest in Mengniu (Fresh
Dairy Products and Early Life Nutrition, China);
•
review of the purchase of non-controlling interests of companies
Danone-Unimilk group (Fresh Dairy Products, CIS).
(vi) Corporate Social Responsibility (CSR)
•
annual review of Danone's situation and policy concerning work
and pay equality for men and women;
•
reviewof Danone's non-financial risks, particularly reputation risk;
•
review of the strategic policies presented to the Danone Works
Council;
•
monitoring of the activities of the Danone Ecosystem Fund,
danone.communities and Livelihoods and follow-up of the cre-
ation of the Livelihoods Fund for Family Farming;
•
review of the Sustainable Development Report;
•
review of Danone's new climate policy;
•
review of the proposed partnership with B-Corp.
(vii) Compensation of corporate officers
•
determination of the elements of variable compensation due to
each of the corporate officers for 2015 and of the objectives for
the elements of variable compensation for the Chief Executive
Officer for 2016;
•
at the time of the renewal of Mr. Emmanuel FABER's term of
office as Director, review of his retirement commitments and
end-of-term indemnities.