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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
218
Directors' attendance fees
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 into account the actual
participation of Directors at Board and Committee meetings by
including a majority variable element.
Amount authorized by the Shareholders' Meeting and paid
(in €)
2014
2015
Total annual amount
800,000
1,000,000
Date of the Shareholders' Meeting that authorized this amount
Apr. 29, 2014
Apr. 29, 2015
Amount paid
599,000
641,000
Rules of allocation applicable since January 1, 2015
(in €)
Annual fixed amount
Per meeting
Per trip – residence
in Europe
Per trip – residence
outside Europe
Lead Independent Director
50,000
–
–
–
Director
10,000
–
–
–
Board meetings
Director
–
3,000
2,000
4,000
Committee meetings
Chairmen
–
8,000
2,000
4,000
Member
–
4,000
2,000
4,000
Work
The Board of Directors met five times in 2015 (six times in 2014).
The average length of each meeting was three hours, compared to
two hours forty minutes in 2014.
Directors' attendance, expressed by their rate of participation
at these meetings, was 92% in 2015 (95% in 2014). The average
individual attendance rate at Board of Directors' and Committee
meetings for 2015 is indicated in each Director's profile (see section
6.2
Positions and responsibilities of the Directors and Nominees to the
Board of Directors
).
Recurring matters
The following recurring matters were reviewed and discussed by
the Board of Directors in 2015:
(i) Strategic aspects of day-to-day management
Detailed review of Danone's business activities, presentation of the
budget, approving the annual statutory and consolidated financial
statements, approving the interimconsolidated financial statements,
financial communications, main acquisitions and sales of assets or
equity interests, reviewing Danone's financial position and its debt
(changes, amount, composition and repayment dates, off-balance
sheet commitments, equity levels, liquidity, hedging of financial
risks, credit ratings), reviewing the statutory auditors' approach to
their work, reviewing financial commitments (security interests and
guarantees), monitoring Danone's financial communication policy
(including reviewing all press releases regarding the annual and
interim consolidated financial statements), annual authorization
to General Management with respect to Danone's bond issuance
program (EMTN), receiving regular information on Danone's risk
management and internal control systems and reviewing Danone's
risks by overseeing the work of the Audit Committee, implementing
the share buyback program, annual capital increases reserved
for employees, allotting Group performance units and Group per-
formance shares (including setting, each year, the performance
objectives for the following year and verifying that such objectives
were met the previous year), monitoring Danone's share price and
shareholders, setting the proposed dividend, approving Danone's
annual contribution to danone.communities, as well as discussing
Danone's policy on work and pay equality for men and women.
(ii) Operation of corporate bodies
Follow-up of corporate governance issues, receiving regular
minutes of the meetings of the Board's Committees, determining
the compensation of each of the Company's corporate officers,
approving the Board's reports and draft resolutions submitted for
shareholders' approval, and preparing the Shareholders' Meeting.
(iii) Danone's strategy
Reviewing Danone's transformation priorities (exposure to emerging
markets, prioritizing certain key countries, etc.) and their various
impacts on Danone (in terms of organization and operation of human
resources, adapting Danone's products to local demand, etc.); in
particular, reviewing the work completed within the framework of
the Danone 2020 project, attending annual strategic presentations
made to the Board by each member of the Executive Committee at
a dedicated one-day event. All these matters and presentations are
always followed by in-depth discussions with the Directors.
In addition, each year Directors are invited to attend several working
days in Evian, where an annual seminar is held for all of Danone's
senior executives, during which Danone's strategy and those of its
various Divisions are presented and discussed in detail.