Danone // 2020 Universal Registration Document

corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 220 Analysis of the composition of the Board of Directors Composition following the Shareholders’ Meeting held in 2019 2020 2021 Percentage of women (a) 43% 43% 42% Average age of Directors (a) 58.6 years 59.6 years 59.6 years Average length of term of office (a) 7.4 years 8.4 years 8.5 years Percentage of Directors of non-French nationality (a) 36% 36% 25% Independence rate (a) (b) 57% 57% 67% (a) In accordance with the recommendations of the AFEP-MEDEF Code and statutory provisions, Directors representing employees are not factored into the calculation of the Board of Directors’ independence rate or the percentage of female Board members. To maintain the consistency of information presented, they are therefore not recognized in the calculationswith respect to average age, average duration of terms of office or the percentage of non-FrenchDirectors. (b) Since 2018, Danone has strictly applied all independence criteria of the AFEP-MEDEF Code, notably the one on the duration of terms of office. The Board of Directors continues to enhance the independence of its members, in particular by proposing to the Shareholders’ Meeting of April 29, 2021 the ratification of the co-opting of Gilles SCHNEPP. Therefore, subject to a favorable vote by the Shareholders’ Meeting, the rate of independence, which has remained stable at 57% since 2018, would be at 67%, higher than the 50% rate required by the AFEP-MEDEF Code. Operation of the Board of Directors Directors’ terms of office: duration and renewal Duration under the by-laws Under the by-laws, the term of office for a Director is three years, renewable. Age limit The term of office of any individual Director automatically ends at the conclusion of the Shareholders’ Meeting held to approve the previous year’s financial statements and held in the year in which this Director has reached or will reach age 70. If the Shareholders’ Meeting so decides, this age limit is nevertheless not applicable to one or more Directors whose term of office could be maintained or renewed on one or more occasions, as long as the number of Directors affected by this provision does not exceed one-fourth of active Directors. Staggering Directors’ terms of office are staggered over time. This staggering and the three-year limit under the by-laws facilitate their regular renewal, thereby allowing the Shareholders’ Meeting to vote each year on several terms of office. Ownership of DANONE shares by Directors Although French law no longer requires aminimum shareholding by directors, Danone’s by-laws, in accordance with the AFEP-MEDEF Code, require each Director (except for Directors representing em- ployees) to hold a minimum of 4,000 DANONE shares ( i.e. €215,040 based on the share closing price on December 31, 2020). Rules of procedure Adopted in 2002 and updated regularly, the Board of Directors’ rules of procedure: • specify the rights and obligations of Directors, as well as the Board’s method of operation; • are reviewed on a regular basis and were amended in particular following regulatory developments and certain Board of Directors’ self-assessments; • are published on the Danone website and a number of provisions are summarized below; • were amended in 2019 so that the Board of Directors’ rules of procedure include the Committees’ rules of procedure and be consistent with the recommendations of the AFEP-MEDEF Code, notably those related to the requirement that Directors facing an actual or potential conflict of interest systematically abstain from participating in the deliberations and from voting on the corresponding matter; • were amended (i) in June 2020, as part of the adoption of Entreprise à Mission status, in order to include a paragraph regarding Danone’s purpose and to specify the interactions between the Mission Committee and the Engagement Committee, and (ii) at the time of the creation of the Strategy & Transformation Committee in December 2020.