Danone // 2020 Universal Registration Document

corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 218 Situation of each Director regarding the independence criteria defined by the AFEP-MEDEF Code (Appendix 3) Name Employee/Corporate officer during the past 5 years Cross directorships Significant business relationship Family relationship Statutory Auditors Term of office exceeding 12 years Non-executive corporate officer with variable compensation Status of major shareholder Emmanuel FABER • • • • • • Franck RIBOUD • • • • • • Guido BARILLA • • • • • • • • Frédéric BOUTEBBA • • • • • • • Cécile CABANIS • • • • • • • Clara GAYMARD • • • • • • • • Michel LANDEL • • • • • • • • Gaëlle OLIVIER • • • • • • • • Benoît POTIER • • • • • • • Gilles SCHNEPP • • • • • • • • Isabelle SEILLIER • • • • • • • Jean-Michel SEVERINO • • • • • • • • Virginia A. STALLINGS • • • • • • • • Bettina THEISSIG • • • • • • • Serpil TIMURAY • • • • • • • • Lionel ZINSOU-DERLIN • • • • • • • • • when the independence criterion is met, when it is not met. Change in the composition of the Board of Directors and Committees Changes in the composition of the Board of Directors occurring in 2020 Situation as of December 31, 2020 Renewals (a) Departure Co-opting Board of Directors Gaëlle OLIVIER Gregg L. ENGLES Gilles SCHNEPP (b) Isabelle SEILLIER Jean-Michel SEVERINO Lionel ZINDOU-DERLIN (a) These renewals took effect on June 26, 2020 following approval by the Shareholdersʼ Meeting held that day. (b) Mr. Gilles SCHNEPP was co-opted as Director by the Board of Directors in December 2020, effective immediately, to replace Mr. Gregg L. ENGLES. In view of the Board’s policy on managing potential conflicts of interest, Mr. Gregg L. ENGLES resigned as Director because of his involvement in an investment fund that plans to acquire a competitor of Danone in the United States in one of its business segments. It should be noted that the terms of office of the two Directors re- presenting employees were renewed in 2020 by the employee repre- sentative bodies in accordance with legal and statutory provisions. Proposals for the Shareholders’ Meeting of April 29, 2021 Danone’s teams maintain an ongoing dialogue with investors, no- tably with respect to preparations for the Shareholders’ Meeting and tracking voting intentions on resolutions. Discussions are also held with the principal shareholders in order to obtain their opinions on resolutions that will be presented to the Shareholders’ Meeting. In accordance with the Director selection policy described above, Danone called on a world-renowned recruitment firm to select candidates who meet the criteria set by the Board. In addition, the Governance Committee had recommended the selection of an independent director who was an executive of an international CAC 40 group.