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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
212
Composition of the Board of Directors at the end of the 2016 Shareholders' Meeting
(a)
Rules applicable to the organization and governance of the Board of Directors
Directors' terms of office
Duration and renewal of terms of office
Pursuant to the by-laws, Directors are appointed for a three-year term
of office that may be renewed. The term of office of a Director who is
an individual expires automatically at the end of the Shareholders'
Meeting convened to vote on the past fiscal year's financial state-
ments or held in the year during which such Director has turned
or will turn 70. Furthermore, upon a decision of the Shareholders'
Meeting, this age limit does not apply to one or more Directors who
may remain in office or who may be reappointed one or more times,
so long as the number of Directors concerned by this decision does
not exceed one-fourth of the number of Directors in office.
In order to support the smooth renewal of the Board, the Directors'
terms of office are staggered. The regular renewal of such terms of
office by shareholders is thus facilitated (i) due to the fact that the
by-laws limit the terms of office to three years and (ii) by spread-
ing the expiration dates of the various terms of office and thereby
enabling the Shareholders' Meeting to vote on the terms of office
of several Directors each year.
Based on the current composition of the Board, the terms of office
of two Directors will expire at the end of the 2016 Shareholders'
Meeting, seven will expire at the end of the 2017 Shareholders'
Meeting, including the terms of the two Directors representing
employees, and the other six will expire at the end of the 2018
Shareholders' Meeting.
Holding of DANONE shares by the Directors
Although French law no longer requires a minimum shareholding
by directors, Danone's by-laws, in accordance with the AFEP-
MEDEF Code, require each Director (with the exception of Directors
representing employees) to hold a minimum of 4,000 shares. For
information purposes, and based on the share closing price on
December 31, 2015 (
i.e.
€62.28 per share), 4,000 DANONE shares
represent an amount of €249,120.
Rules of procedure
Adoption by the Board of Directors on April 25, 2002
The Board of Directors' rules of procedure, which set out the
Directors' rights and obligations and the method of operation of
the Board of Directors, were adopted by the Board of Directors on
Corporate
officer
Other Non-Independent
Director
(a)
Subject to the approval by the Shareholders' Meeting of the term of office renewals and proposed appointment.
Social Responsibility
Committee
Nomination and
compensation committee
Strategy
Committee
Audit
Committee
Director representing
employees
Independent
Director
Franck RIBOUD
Chairman of the Board
of Directors
Clara
GAYMARD
Marie-Anne
JOURDAIN
Serpil
TIMURAY
Bettina
THEISSIG
Emmanuel FABER
Chief Executive Officer and
Vice‑Chairman of the Board of Directors
Jean LAURENT
Lead Independent Director
Bruno
BONNELL
Virginia
A. STALLINGS
Lionel
ZINSOU-DERLIN
Jean-Michel
SEVERINO
Isabelle
SEILLIER
Gaëlle
OLIVIER
Benoît
POTIER
Jacques-Antoine
GRANJON
Mouna
SEPEHRI