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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
211
Change in the composition of the Board of Directors proposed to the Shareholders' Meeting of April 28, 2016
On April 28, 2016, the Shareholders' Meeting is asked to renew
the terms of office as Directors of Messrs. Franck RIBOUD and
Emmanuel FABER and to appoint Mrs. Clara GAYMARD as Director.
In accordance with AMF recommendation No. 2012-02, the table
below summarizes the changes in the composition of the Board of
Directors that occurred in 2015 and are planned for 2016:
Date
Departures
Appointments
Renewals
Shareholders' Meeting
of April 29, 2015
Richard GOBLET D'ALVIELLA Serpil TIMURAY
Jacques-Antoine GRANJON
Jean LAURENT
Benoît POTIER
Mouna SEPEHRI
Virginia A. STALLINGS
Shareholders' Meeting
of April 28, 2016
Clara GAYMARD
Emmanuel FABER
Franck RIBOUD
Provided that the aforementioned term of office renewals and the appointments proposed are approved by the Shareholders' Meeting of
April 28, 2016, the composition of the Board will present the following characteristics:
Composition
subsequent to the 2013
Shareholders' Meeting
Composition
subsequent to the 2014
Shareholders' Meeting
Composition
subsequent to the 2015
Shareholders' Meeting
Composition
subsequent to the 2016
Shareholders' Meeting
Rate of independence
57%
71%
77%
79%
Percentage of women
21%
29%
38%
43%
Average age of Directors
57.3 years
56.1 years
55.4 years
56.4 years
Average duration of Directors'
terms of office
7.6 years
7.4 years
6.9 years
7.3 years
Percentage of Directors with
non-French nationality
29%
29%
31%
29%
In accordance with the recommendations of the AFEP-MEDEF
Code, the Directors representing employees are not included in the
calculation of the rate of independence for the Board of Directors. In
addition, in accordance with applicable laws, these same Directors
are not taken into consideration when calculating the percentage of
women on the Board. As a result, in order to ensure the consistency
of the data presented, the Directors representing employees are
also not included in the calculation of the average age, the average
duration of terms of office, as well as the percentage of Directors
with non-French nationality.
Accordingly, following the Shareholders' Meeting of April 28, 2016,
subject to a favorable vote by the Meeting:
•
the rate of independence would still be higher than that recom-
mended by the AFEP-MEDEF Code (which is 50% for widely-held
companies without controlling shareholders, such as Danone),
and all the members of the Audit Committee and Nomination
and Compensation Committee would be independent, which is
also higher than that recommended by the AFEP-MEDEF Code
(under which these committees should comprise at least two-
thirds and a majority of independent Directors, respectively);
•
the percentage of women would be higher than the percentage
required by law (which requires the percentage of women to
be at least 40% at the time of the Shareholders' Meeting to be
held in 2017);
•
the average age of Directors and the average duration of their
terms of office would be slightly higher. In fact, in order to pre-
serve the expertise and experience of its members, the Board of
Directors felt that it was important to retain several non-executive
Directors who have in-depth knowledge of Danone's history,
particularly Mr. Bruno BONNELL, a Director since 2002, and
Mr. Benoît POTIER, a Director since 2003.