Danone // 2020 Universal Registration Document

corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 224 Corporate governance • review of the external assessment of the operation of the Board of Directors and Committees; • annual review related to the relevance of the governance structure; • discussion regarding the implementation of the management succession plan; • review of the composition of the Board with respect to the Board’s diversity policy and suitable expertise of its members; • review of the Board Committees: responsibilities, operation, composition and decision to create the Strategy & Transformation Committee; • preparation of the 2020 and 2021 Shareholders’ Meetings: pro- posed renewals of Directors’ terms of office and appointments; responses to written questions from shareholders; review of the draft resolutions related to governance and compensation of the corporate officers; • review of the postponement of the 2020 Shareholders’ Meeting, decision to hold it in closed session in light of the Covid-19 health crisis and to relax the rules for allowing shareholders’ questions to give them an opportunity to express themselves; • review of the draft report on corporate governance for the years 2020 and 2021; • as part of the adoption of Entreprise à Mission status, review of the new version of the by-laws and the Board’s rules of procedure; • as part of the adoption of Entreprise à Mission status, review of the composition of the Mission Committee, the length of its members’ terms of office and compensation; review of the Independent Third Party to be appointed to verify achievement of the objectives set in the by-laws; • annual review of related party agreements and review of the internal procedure for identifying related party agreements and assessing agreements entered into the ordinary course of business; • monitoring of the new composition of the Executive Committee. Compensation • development and approval of compensation policies for the cor- porate officer and Directors and review of disclosures relating to compensation; • review of the corporate officer’s compensation for previous years (2019 in February 2020 and 2020 in February 2021): determination of the level of attainment of the objectives, review of the balance between its components; • determination of the principles of the corporate officer’s annual compensation for 2020 and 2021, in particular: review of the balance between its components, determination of the amounts (target, maximum, minimum) and targets of annual variable compensation; • determination of the compensation of members of the Mission Committee in connection with the adoption of Entreprise à Mission status; • review of compensation for Directors; • review of long-termcompensation instruments (share grant plans (GPS) and GPU): determination of the performance conditions of new plans, grant decision, determination of attainment of the performance conditions of the plans; • decision to reduce the annual compensation of the Chairman and Chief Executive Officer and Directors in light of the Covid-19 health crisis and in accordance with AFEP recommendations. Corporate Social Responsibility (CSR) • monitoring of Danone’s investments in projects that have a positive social and environmental impact, particularly in terms of fighting climate change, protecting biodiversity and regene- rative agriculture; • monitoring of societal funds created through Danone initiatives; • approval of Danone’s annual contribution to Danone Communities and review of the projects carried out by the fund; • review of the WeActForWater project, particularly the creation of a fund, theWater Access Acceleration Fund, aimed at accelerating and promoting access to water around the world; • monitoring of the various business coalitions in which Danone participates (One Planet Business for Biodiversity, Business for Inclusive Growth and the Consumer Goods Forum); • reviewof Danone’s non-financial reporting and non-financial rating; • annual update on the FTSE4Good index; • update on the call to action on breast milk substitutes launched by the World Health Organization, UNICEF and several large civil society organizations, and review of Danone’s response and commitments in this area. Human resources • review of the proposed Local First reorganization plan, particu- larly staff reduction at the global head offices; • presentation to the Board of the FutureSkills project designed to help Danone employees prepare for the jobs of tomorrow; • monitoring of the integration of the Early LifeNutrition andMedical Nutrition activities into a Specialized Nutrition Reporting Entity; • annual review of Danone’s situation and policy with respect to professional equality and equal pay for men and women; • monitoring of “One Person, One Voice, One Share” program. Assessment In accordance with its rules of procedure, the Board of Directors conducts an assessment every two years (2014, 2016, 2018 and most recently in 2020), which covers the composition, organization and operation of the Board itself and of each of its Committees. The results of this assessment are reviewed by the Governance Committee. Every other assessment is performed by an outside firm that assesses in particular the individual contribution of each Director. In addition, once a year the Board devotes one item on the agenda of one of its meetings to a discussion of its operation. Assessment in 2018 In 2018, Mr. Michel LANDEL, in his capacity as Lead Independent Director, conducted an internal assessment of the Board of Directors, together with the Board Secretary, on the basis of individual interviews with each Director and a detailed questionnaire sent beforehand to each of them. Among the topics covered were the Board’s operation, structure, governance, composition and duties, as well as the infor- mation provided to Directors, the choice of matters discussed, the quality of the discussions, participation and the general operation of the Committees.