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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
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•
review of the section of the Chairman's report on internal control
and risk management;
•
pre-approval of the statutory auditors' assignments (other than
statutory audits) to ensure their independence (including a regular
review of their fees);
•
monitoring of Danone's Finance organization;
•
monitoring of Danone's financial transactions;
•
monitoring of Danone's organization with regard to food com-
pliance and safety;
•
operation of the Committee and establishing its program and
priorities for the 2015 and 2016 fiscal years;
•
review of Danone's main fiscal risks and changes to the fiscal
environment;
•
follow-up on the IFRS standards' developments.
In addition, the Audit Committee reviewed the annual consolidated
financial statements at meetings held sufficiently in advance in
accordance with the AFEP-MEDEF Code, namely at least three
days before the Board meeting approving the financial statements.
A report on each Audit Committeemeeting is made at the next Board
of Directors meeting. All Directors are sent a copy of the minutes of
each Audit Committee meeting, once approved by the Committee
members. The purpose of these reports is to keep the Board fully
informed, thereby facilitating its decisions.
Nomination and Compensation Committee
Composition
As of December 31, 2015, the Nomination and Compensation Committee consisted entirely of Directors considered independent:
Start date as Committee member
Jean LAURENT
Chairman of the Committee
April 2005, Chairman since April 28, 2011
Benoît POTIER
Committee Member
April 2012
Lionel ZINSOU-DERLIN
Committee Member
February 2015
The executive corporate officers are involved in the work of the Nomination and Compensation Committee, except for matters that con-
cern them personally.
Rules of procedure
Main provisions
The Nomination and Compensation Committee has the following
responsibilities:
•
in connection with the appointment of Directors and corporate
officers or the renewal of their terms of office: (i) making pro-
posals to the Board of Directors regarding the appointment or
the renewal of the terms of office of members of the Board of
Directors, its Chairman and Vice-Chairmen, the Chief Executive
Officer or Deputy General Managers, Committee members and
Committee Chairmen, and (ii) making proposals to the Board
of Directors regarding the succession of corporate officers, in
particular in the event of an unexpected vacancy. In addition,
the Nomination and Compensation Committee is informed of
any appointment of a member of Danone's Executive Committee
(other than corporate officers);
•
in connection with corporate governance: preparing the Board
of Directors' review of corporate governance issues and, in
particular, checking whether and to what extent the Directors
and Committee members meet the independence criteria set
out in the AFEP-MEDEF Code;
•
in connection with the assessment of the Board of Directors and
the committees: organizing these assessments at their request;
•
in connection with compensation of the Company's corporate
officers:(i) proposing criteria for determining all elements,
including the amount, of their compensation and ensuring the
correct application of these criteria, in particular for the variable
portion, and (ii) making proposals on grants of Group perfor-
mance shares of the Company or Group performance units to
these corporate officers;
•
in connection with the attendance fees paid to Directors: rec-
ommending to the Board the amount of attendance fees to be
proposed at the Shareholders' Meeting as well as the allocation
of these attendance fees among Directors;
•
in connection with Danone's compensation policy: expressing an
opinion or making recommendations regarding the principles
and terms of Danone's policy for granting Group performance
shares of the Company and Group performance units and for
any compensation mechanism related to the Company's shares
and, more generally, making any recommendation related to
Danone's compensation policy. In addition, the Nomination and
Compensation Committee is informed of the compensation
policy for Danone's Executive Committee members (other than
corporate officers).
Main changes
The Nomination and Compensation Committee's rules of procedure
are regularly updated. The primary changes involved the possi-
bility that the Nomination and Compensation Committee evaluate
the operation of the Social Responsibility Committee and that the
confidentiality clause be unified with that applicable to the Board
of Directors.