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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
223
Committee for any questions relating to the business conduct
policy or ethics;
•
regarding internal audit:(i) approving the internal audit plan and
overseeing its implementation, (ii) reviewing the internal audit
structure, being informed of the content of Danone's Internal
Audit Charter and being informed and consulted on decisions
related to the appointment or replacement of the Internal Audit
Director, (iii) expressing its opinion on the adequacy of resources
and the independence of internal audit and, in the event that out-
side firms are used to conduct any or all internal audits, making
recommendations regarding their appointment and renewal,
(iv) being informed of the internal audit program and receiving
a regular summary of these reports, and (v) meeting with the
heads of internal audit.
In performing its duties, the Audit Committee may regularly inter-
view the corporate officers, General Management of Danone and
its subsidiaries, as well as the Internal Audit Director, the statu-
tory auditors and Danone's senior executives (in particular, those
responsible for preparing Danone's consolidated and statutory
financial statements, risk management, internal control, legal,
tax, treasury and financing matters and ethics compliance). At the
Committee's request, these interviews may take place without the
representatives of Danone's General Management present. In addi-
tion, the Audit Committee may request opinions from independent
external advisors, in particular on legal and accounting matters,
and request any internal or external audits.
Main amendments/changes
The Audit Committee's rules of procedure are reviewed regularly,
notably to ensure that they comply with the latest legal provisions
and updated recommendations of the AFEP-MEDEF Code. The rules
of procedure were amended in this way at the Board of Directors'
meeting on December 10, 2013, in order to implement the new
recommendations of the AFEP-MEDEF Code, and in particular,
to provide (i) for the recommendation that the Statutory auditors
should meet regularly with the Audit Committee, including without
corporate officers being present, particularly during Audit Committee
meetings on the review of the process for the preparation of finan-
cial information and review of the financial statements, so that the
Statutory auditors can report on the execution of their responsibilities
and the conclusions from their work, (ii) that the Audit Committee
should be given information regarding the internal audit program
and receive periodic summaries of these programs, and (iii) that
the Audit Committee should meet with the internal audit managers.
Work
In 2015, the Audit Committee met five times (six times in 2014). Its
members' attendance rate, expressed by their rate of participation at
these meetings, was 93% (94% in 2014). The Audit Committee invites
the Statutory auditors to attend each of its meetings. In addition,
an Audit Committee meeting is held once a year with the statutory
auditors without the corporate officers present.
In 2015 and in early 2016, the Committee's work focused primarily
on the following matters:
•
Danone's financial position;
•
review of Danone's annual and interim consolidated financial
statements. This review always involves: (i) a presentation of
Danone's financial position by the Chief Financial Officer, (ii) a
presentation by the statutory auditors of their audit approach,
(iii) a joint presentation by the Chief Financial Officer and the
person responsible for the financial statements (Finance Control
Director), on the one hand, and the statutory auditors, on the other
hand, the main accounting options used, (iv) a review of Danone's
main litigation, (v) a review of off-balance sheet commitments,
and (vi) hearing the findings of the statutory auditors, including
as regards their audit adjustments;
•
review of the financial indicators not defined by IFRS and used
externally for publication of the annual and interim consolidated
financial statements;
•
review of the main changes in Danone's consolidation scope and
review of the principal terms of transactions involving changes
in scope and their accounting treatment;
•
review of put options granted to certain non-controlling share-
holders of Danone's subsidiaries, including non-controlling
shareholders of Danone Spain (Fresh Dairy Products, Spain) and
of Danone-Unimilk group (Fresh Dairy Products, CIS);
•
review of the draft press releases on the annual and semi-annual
consolidated results. On this occasion, the Committee ensured
that the financial information presented to the markets was
consistent with the consolidated financial statements, and that
the process of preparing the press releases included their review
by the statutory auditors;
•
presentation of the proposed dividend payment to be submitted
to the shareholders for approval;
•
review of the draft resolutions concerning the renewal of financial
authorizations and the share buyback program submitted to the
Shareholders' Meeting for approval;
•
monitoring of the statutory auditors selection procedure, which
led to the Audit Committee's recommendation to the Board to
renew the terms of office of Danone's current statutory auditors
at the 2016 Shareholders' Meeting;
•
the semi-annual review of Danone'smain risks (including financial
risks), particularly via topic-based presentations and discussions
with the operational managers in charge of monitoring and man-
aging these risks, and updated presentations of risk mapping;
•
monitoring the organization and effectiveness of the audit and
internal control systems;
•
approval of Danone's internal audit plan and review and summary
of the principal results of audits conducted during the year;