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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
222
Audit Committee
Composition
As of December 31, 2015, all members of the Audit Committee were independent Directors (as a reminder, the AFEP-MEDEF Code requires
only two-thirds of Committee members to be independent directors):
Jean-Michel SEVERINO
Chairman
of the Committee
Beginning of the term of office: April 2012, Chairman of the Committee since April 2012
Mr. Jean-Michel SEVERINO is the “Committee's financial expert” within the meaning of Article L. 823-19 of
the French commercial code given his skills and expertise. Mr. Jean-Michel SEVERINO is indeed an Inspector
General of Finance and previous positions have included Development Director at the French Ministry of
Cooperation, the World Bank's Vice-President in charge of Far East Asia and Chief Executive Officer of the
French Development Agency (AFD). In these previous positions, he developed solid expertise in accounting
and finance as well as in internal control and risk management.
Gaëlle OLIVIER
Committee Member
Beginning of the term of office: February 2015
Mrs. Gaëlle OLIVIER developed solid financial expertise while working on the trading floor at Crédit Lyonnais
and then as investment transactions manager for AXA Life Japan. She also has recognized expertise in risks
and internal audit and is Chief Executive Officer, General Insurance, AXA Asia.
Mouna SEPEHRI
Committee Member
Beginning of the term of office: April 2012
Mrs. Mouna SEPEHRI has been involved in the development of the Renault group since 1996 and in its major
acquisitions and strategic partnerships (see details in section 6.2
Positions and responsibilities of the Board of
Directors and nominees to the Board of Directors
). Her extensive experience in the area of mergers and acqui-
sitions demonstrates her proven financial skills; as head of the legal division of a major international listed
group, Mrs. Mouna SEPEHRI brings valuable additional experience in risk management and internal control.
Rules of procedure
Main provisions
The Audit Committee is responsible for monitoring the following:
•
the preparation of the financial statements and financial
information;
•
the effectiveness of the internal control, risk management and
internal audit systems;
•
the statutory audit of the annual and consolidated financial
statements by the statutory auditors;
•
the independence of the Statutory auditors.
The Audit Committee is tasked with:
•
regarding the financial statements and financial information:(i)
reviewing the Company's statutory and consolidated financial
statements before they are submitted to the Board of Directors, (ii)
ensuring the consistency of the accounting policies the Company
applies, (iii) reviewing the accounting treatment of the main
complex and/or non-recurring transactions, (iv) reviewing the
consolidation scope of group companies and being informed of
consolidation problems that may arise, (v) reviewing the policy for
monitoring off-balance sheet commitments, (vi) being informed
of the statutory auditors' opinions and comments, (vii) being in-
formed at half-yearly presentations by General Management of
the Company's financial position, cash position and commitments,
(viii) reporting the main options concerning the closing of the an-
nual and interim consolidated financial statements to the Board
of Directors, (ix) reviewing, together with General Management,
press releases on Danone's results and receiving Danone's main
financial communication documents, (x) receiving non-financial
information published by Danone which has been presented to
the Social Responsibility Committee, and (xi) reviewing the status
of Danone's main litigation and any corresponding accounting
provisions twice a year;
•
regarding Danone's statutory auditors: (i) management of the
selection process for the Company's Statutory auditors by su-
pervising call for tenders launched by General Management, with
in particular (ii) making proposals for the appointment, renewal
and compensation of the Statutory auditors, (iii) reviewing the
results of their work and audits as well as their recommen-
dations and the follow-up of the latter, (iv) regularly meeting
with the Statutory auditors, including without directors being
present, and (v) ensuring the independence of the Statutory au-
ditors. In accordance with the recommendations of the French
Financial Markets Authority working group on audit committees,
on December 14, 2010 the Board of Directors supplemented
the rules of procedure to provide for a joint review by the Audit
Committee and the statutory auditors of the protectivemeasures
the statutory auditors adopt to mitigate potential risks to their
independence and ensure that they comply with statutory and
regulatory provisions concerning the conflicts set out in the
Statutory Auditors' Code of Ethics;
•
regarding risk management:(i) ensuring that structures and
systems are in place to identify and evaluate Danone's risks,
as well as monitoring the effectiveness of such systems, which
entails verifying that Danone's major risks are adequately tak-
en into account and subject to action plans; (ii) being informed
by the Board of Directors, the statutory auditors or General
Management of any events that expose the Company to a sig-
nificant risk, and (iii) being informed of Danone's main social,
societal and environmental risks that have been presented to
the Social Responsibility Committee;
•
regarding internal control:(i) ensuring that an internal control
system is in place and monitoring its effectiveness, (ii) being
informed of any significant failures or weaknesses in internal
control and any major fraud, (iii) reviewing the report of the
Chairman of the Board of Directors on the composition, prepa-
ration and organization of the Board's work, as well as the
internal control and risk management procedures implemented
by the Company, (iv) ensuring that procedures are in place to
process complaints received by Danone concerning accounting
and financial transactions, breaches of internal control or an-
ti-corruption and anti-fraud regulations, (v) being informed of
significant complaints received by this system and supervising
the processing of the most important files referred to it, and
(vi) being available for consultation by the Social Responsibility