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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
226
•
review of changes in the composition of the Audit Committee
with the proposal to appoint Mrs. Gaëlle OLIVIER as a member
of this Committee to replace Mr. Richard GOBLET D'ALVIELLA;
•
review of changes in the composition of the Social Responsibility
Committee with the proposal to appoint Mrs. Marie-Anne
JOURDAIN, Director representing employees, and Mrs. Virginia
A. STALLINGS as members of this Committee to replace Mr.
Emmanuel FABER, Mr. Jean-Michel SEVERINO and Mr. Jean
LAURENT;
•
review of the appointment of Mrs. Serpil TIMURAY as a member
of the Social Responsibility Committee, subject to her appoint-
ment as Director by the Shareholders' Meeting of April 29, 2015;
•
considered the composition of the Strategy Committee, with the
proposal to appoint, in addition to the Chairman of the Board and
the Chief Executive Officer, Mr. Benoît POTIER, Mrs. Isabelle
SEILLIER and Mr. Jean-Michel SEVERINO as members of this
Committee.
Concerning the elements of variable compensation
of directors and managers for the 2016 fiscal year
•
review and determination of the various criteria and weighting
factors for annual variable compensation; in particular, definition
for each criterion of the target, cap, maximum and minimum
attributable;
•
review, at the start of each new fiscal year, of the determination of
performance conditions applicable to Group performance units
based on objectives communicated to the market;
•
review of a new draft resolution concerning the grant of Group
performance shares to be put to the Shareholders' Meetings of
2015 and 2016;
•
annual review to determine whether performance conditions
have been achieved for Group performance units and Group
performance shares.
Concerning corporate governance
•
annual individual review of the independence of each Director and
of the existence of any conflicts of interest, including potential
conflicts of interest. Details of the review of the independence
criteria applicable to these candidates and of their individual
expertise and skills are found above in section
Review of Directors'
independence
;
•
monitoring of the Director integration process, particularly for
Directors representing employees, and recommendation re-
garding their training (after consultation with those concerned)
and their preparation time for each meeting;
•
annual review of the process and practices in effect at Danone in
terms of the succession plan for Danone's General Management
and key positions at the Group's companies;
•
annual review of the operation of the Board of Directors and the
Nomination and Compensation Committee.
Social Responsibility Committee
Composition
As of December 31, 2015, the Social Responsibility Committee comprised the following four Directors, three of whom have been deemed
by the Board of Directors to be independent within the meaning of the AFEP-MEDEF Code:
Start date as Committee member
Bruno BONNELL
(a)
Chairman of the Committee
February 2007, Chairman since February 2015
Marie-Anne JOURDAIN
Committee Member
February 2015
Virginia A. STALLINGS
(a)
Committee Member
February 2015
Serpil TIMURRAY
(a)
Committee Member
April 2015
(a) Independent Director.
The Committee therefore comprises a majority of independent Directors.
Rules of procedure
Main provisions
The Social Responsibility Committee is mainly responsible for
overseeing Danone's societal project. Its scope covers all areas of
social responsibility related to the project and Danone's activities
and, in particular, social, environmental and ethical issues.
The Social Responsibility Committee pays special attention to
Danone's action principles, policies and practices in these areas:
•
social, relating to Danone's employees and those of its partners,
subcontractors, suppliers and customers;
•
environmental, relating to (i) activities directly controlled by
Danone (industrial production, packaging, etc.) or indirectly
controlled by it (purchasing, transport, energy, etc.), and (ii) the
use of non-renewable natural resources;
•
ethical, relating to Danone employees, consumers and, more
generally, all of Danone's stakeholders;
•
nutrition, relating in particular to public health issues, the social
impact of its products and communication with its consumers.
The Social Responsibility Committee is responsible for:
•
reviewing Danone's main environmental risks and opportunities
in relation to its objectives and activities;