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Combined Shareholders' Meeting of April 28, 2016
8.3 Comments on the resolutions of the Shareholders' Meeting
DANONE
REGISTRATION DOCUMENT 2015
338
Compensation of the Chairman of the Board
of Directors
The separation of the offices of the Chairman of the Board and the
Chief Executive Officer as part of the reorganization of Danone's
General Management led to Mr. Franck RIBOUD's compensation
being reviewed in its entirety.
The level of compensation was established in light of Mr. Franck
RIBOUD's seniority at Danone, the expanded scope of his duties as
Chairman and his active role in the transition since the Board of
Directors deemed it to be in the interests of Danone for Mr. Franck
RIBOUD to play an expanded role during the transition period.
In view of these considerations, the Board, upon recommendation
of the Nomination and Compensation Committee, decided that Mr.
Franck RIBOUD would receive an annual fixed compensation, of
€2 million, with no other compensation (annual variable compen-
sation, Group Performance Units, Group Performance Shares).
As part of his expanded responsibilities as Chairman, Mr. Franck
RIBOUD performed the following duties in 2015:
•
created and chaired the newStrategy Committee, a subcommittee
of the Board of Directors;
•
met regularly with the highest-level governmental officials in
several key and strategic countries for Danone (Russia, China,
Argentina, France, etc.);
•
represented Danone at leading international economic forums
(Boao forum in China, Franco-German meetings, Gaidar Forum
in Russia, etc.);
•
maintained relations with Danone's historical and strategic
partners, non-controlling interests of certain Danone subsid-
iaries (notably in Russia) or companies in which Danone holds
non-controlling interests (e.g. in Japan, North Africa and Latin
America);
•
participated in certain negotiations at the request of General
Management;
•
introduced the new Chief Executive Officer to Danone's large
strategic customers;
•
actively participated in the launch of new initiatives in connection
with Danone's dual economic and social project, in particular the
creation of the L3F investment fund alongside Mars;
•
participated in key events in the life of the Company as part of
the mission to instill Danone's company culture, strategy and
history in managers and especially new employees. In that
regard, he attended conferences held by various Company
divisions and subsidiaries as well as several training seminars,
visited industrial plants, met with management committees and
hosted the Chairman's Day (discussions with employees from
all different management and employee levels and from around
the world), etc.;
•
held regular discussions with General Management on a wide
range of topics chosen at its initiative as part of the ongoing
efforts to pass on his knowledge. The Chairman of the Board
therefore shared his insights and experience on certain projects
and decisions of General Management, notably with respect to
the corporate organization and innovation.
This transition period is set to conclude in the course of 2017 as
planned, at which point Mr. Franck RIBOUDwill continue his functions
by exercising the traditional role of a Chairman of the Board. The
Board, upon recommendation of the Nomination and Compensation
Committee, will then examine the Chairman's compensation.