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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
213
April 25, 2002. They are described in detail hereafter and are also
published on Danone's website.
Recent amendments
The Board of Directors' rules of procedure are reviewed on a regular
basis and have been amended following regulatory developments
and the Board of Directors' self-assessments (the most recent
of which was conducted in 2014) and within the framework of the
Board's annual review of its operations.
The most recent amendment to the rules of procedure occurred
on February 19, 2015 in connection with the change in the rules for
allocating attendance fees.
Current Rules of Procedure
The main provisions of the Board of Directors' rules of procedure
are summarized hereafter.
Responsibilities of the Board of Directors
The Board of Directors sets the Company's business policies and
ensures that they are implemented. It votes on all decisions con-
cerning the Company's major strategic, economic, social, financial
and technological policies. Moreover, it grants prior approval for
transactions defined in the rules of procedure which limit the
powers of the Chief Executive Officer. It is responsible towards
the shareholders and establishes operating rules for itself and its
various Committees.
Chairman of the Board of Directors
In addition to the powers vested in him by law, the Chairman of the
Board of Directors presides over and chairs the Strategy Committee
and ensures compliance with Danone's values and culture. He/she
may, upon request by the Chief Executive Officer, represent the
Company in its high-level relations at a national and international
level, and in particular with public authorities and with the Company's
partners and strategic stakeholders. He/she may, without prejudice
to the prerogatives of the Board of Directors and its Committees,
be regularly consulted by the Chief Executive Officer concerning all
events of significance with regard to the Company's strategy within
the framework of the priorities defined by the Board of Directors,
major external growth projects, large-scale financial operations,
societal initiatives or the appointment of directors for the key ac-
tivities and functions in the Company. Upon invitation by the Chief
Executive Officer, the Chairmanmay participate in internal meetings
with the Company's managers and teams in order to share his input
on strategic issues.
In all these specificmissions, the Chairman acts in close coordination
with the Chief Executive Officer, who alone ensures the executive
and operational management of Danone.
Vice-Chairman of the Board of Directors
The capacity as Vice-Chairman entitles to chair the Shareholders'
Meetings, on the one hand, and the Board of Directors' meetings,
on the other hand.
Operation of the Board of Directors
The Board of Directors is a collegiate body in which all Directors
have the same powers and duties, and in which decisions are made
collectively. It meets at least five times annually.
At eachBoardmeeting, an update is provided on themain transactions
carried out by Danone since the previous meeting and on significant
projects in progress that may be carried out before the following
meeting. Each year, the Board reviews the key points of Danone's
management report, as well as the resolutions to be submitted to
the Shareholders' Meeting. Furthermore, at least once every six
months, General Management informs the Board of Directors of
the Company's financial position, cash position and commitments.
Board of Directors' meetings
Directors who attend Board meetings by videoconference or other
means of telecommunication are deemed to be present for the
purposes of calculating the quorum and majority. However, this
method of attendance is not permissible when the Board decides
on whether to approve the Company's statutory and consolidated
financial statements and when it prepares the management report,
including Danone's Management Report.
In addition, the independent Directors meet at least once a year on
the proposal of the Lead Independent Director, who may invite the
Company's other external Directors to attend the meeting.
When the Board sets the compensation of corporate officers, they are
present at the time of the Board's deliberations but, in accordance
with the law, they do not take part in either the discussions or the vote.
Committees of the Board of Directors
TheBoard of Directorsmay create one ormore specializedCommittees
and determine their composition, powers and rules of operation.
The Committees perform their duties under the Board of Directors'
responsibility.
The Committees are comprised solely of Directors: their members
are appointed by the Board of Directors upon recommendation of
the Nomination and Compensation Committee. They are appointed
in their individual capacity and may not, in turn, appoint a proxy to
represent them. The Committee Chairmen are appointed by the
Board of Directors upon recommendation of the Nomination and
Compensation Committee. However, these Committees may not
interfere in the Company's management or reduce or limit the
powers of the Chairman of the Board, the Chief Executive Officer or
the Board of Directors. On matters within its scope of powers, each
Committee submits proposals, recommendations and opinions, and
reports to the Board of Directors on its activities. The final decision
is taken by the Board of Directors, in accordance with the provisions
of the French commercial code.
Each of these Committees may carry out studies or obtain the advice
of independent experts.
Compensation of Directors
Directors receive attendance fees; however, the members of the
Executive Committee, the Company's corporate officers, the honorary
Directors, the Chairman of the Board and the Directors representing
employees do not receive any attendance fees. The Shareholders'
Meeting approves the total maximum amount of attendance fees
to be divided among the Directors.
The allocation of attendance fees takes the actual participation of
Directors at Board and Committeemeetings into account and includes
a majority variable element (see the amount of attendance fees paid
in 2015 in section
Compensation and benefits paid to members of the
Board of Directors who are not corporate officers
hereafter).
Moreover, a policy provides guidelines regarding the reimbursement
of expenses incurred by Board members to perform their duties.
Directors' Code of ethics
The Board's rules of procedure include a Directors' Code of ethics.
Defense of the corporate interest
Each Director is appointed by all the shareholders and, in carrying
out his/her duties, should act in the best interests of Danone, in-
dependently from all other interests.
Awareness of Directors' rights and obligations
At the time he/she takes office, each Director must be aware of
the general and specific obligations incumbent on his/her position.
Independence
Each year, after reviewing the opinion of the Nomination and
Compensation Committee, the Board of Directors individually
considers the situation of each Director in light of the AFEP-MEDEF
Code independence rules. It considers a director to be independent
when s/he “has no relationship of any type with the company, its
group or its management that could compromise his/her ability