225 / 364
DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
225
Work
In 2015, the Nomination and Compensation Committeemet five times
(six times in 2014). Its members' attendance rate, expressed by their
rate of participation at these meetings, was 100% (100% in 2014).
A report on each Nomination and Compensation Committeemeeting
is made at the next Board of Directors' meeting. The purpose of
these reports is to keep the Board fully informed, thereby facili-
tating its decisions.
In 2015 and in early 2016, thework of theNomination andCompensation
Committee focused mainly on the following points:
Concerning General Management and the Board of
Directors
In connection with the Shareholders' Meeting of April 29, 2015
•
review of Danone's variable compensation policy (including a
review of the balance of the grants to the various categories of
beneficiaries of Group performance shares and the weighting
between the long-term and medium-term programs (Group
performance units);
•
review of all components of the compensation of the Chairman
of the Board of Directors, the Chief Executive Officer and, in
particular, the variable compensation due in respect of the
2014 fiscal year. The Committee reviewed the following variable
compensation programs:
(i) the short-term program (variable annual compensation)
granted subject to performance conditions;
(ii) the medium-term program (Group performance units), in-
cluding a review of whether performance objectives were met
in each of the preceding fiscal years, and setting performance
objectives at the beginning of each new fiscal year;
(iii) the long-termprogram (Group performance shares), including
a review of the obligation of the corporate directors and the other
members of the Executive Committee to retain their shares;
•
review of the proposal to increase the total amount of attendance
fees and to amend the rules of allocation of attendance fees
starting on January 1, 2015;
•
review of the resolutions to be submitted to the Shareholders'
Meeting of April 29, 2015 concerning the individual compensation
for Mr. Franck RIBOUD, Mr. Emmanuel FABER and Mr. Bernard
HOURS (“say on pay”);
•
implementing the selection process concerning the composition
of the Board of Directors, including: (i) reviewing the general
guidelines related to changes in the composition of the Board,
(ii) confirming amember recruitment andmedium-term renewal
policy (taking into consideration objectives regarding the percent-
age of women, independence and diversity in terms of nationality
and international expertise of Boardmembers while ensuring the
continuity of its expertise), (iii) determining selection criteria for
nominees, and (iv) analyzing each proposed appointment on the
basis of both the specified selection criteria and assumptions
regarding changes in the Board and each of the Committees;
•
in this context, the Committee:
• acknowledged Mr. Richard GOBLET D'ALVIELLA's desire to
not seek renewal of his term of office as Director;
• recommended the renewal of the terms of office of Messrs.
Jacques-Antoine GRANJON, Jean LAURENT and Benoît
POTIER, Mrs. Mouna SEPEHRI andMrs. Virginia A. STALLINGS;
• recommended the appointment of Mrs. Serpil TIMURAY as
Director;
• acknowledged, subject to the Shareholders' Meeting of April
29, 2015 adopting all resolutions concerning changes in the
composition of the Board, changes in the Board, in particular
in terms of independence, percentage of women, diversity
and reduction in the average age;
• recommended that the Board continue to improve corporate
governance with respect to the percentage of women and the
diversity of its composition.
In connection with the Shareholders' Meeting of April 28, 2016
•
review of the composition of the Board of Directors and, more
specifically, reviewof the renewal of the terms of office as Directors
of Messrs. Franck RIBOUD and Emmanuel FABER and renewal
of their respective terms of office as Chairman of the Board of
Directors and Chief Executive Officer, subject to the condition
precedent of the renewal of their terms of office as Directors
by the Shareholders' Meeting, and review of the appointment of
Mrs. Clara GAYMARD as Director;
•
review of all components of the compensation of the Chairman
of the Board of Directors, the Chief Executive Officer and, in
particular, the variable compensation due in respect of the
2015 fiscal year. The Committee reviewed the following variable
compensation programs:
(i) the short-term program (variable annual compensation)
granted subject to performance conditions;
(ii) the medium-term program (Group performance units), in-
cluding a review of whether performance objectives were met
in each of the preceding fiscal years, and setting performance
objectives at the beginning of each new fiscal year; and
(iii) the long-termprogram (Group performance shares), including
a review of the obligation of the corporate directors and the other
members of the Executive Committee to retain their shares;
•
review of the retirement commitments in connection with the
renewal of the terms of office of the corporate officers and of
the annual performance conditions concerning the increase in
the potential retirement benefits of Mr. Emmanuel FABER (Mr.
Franck RIBOUD's rights have been capped since 2014);
•
in connection with the renewal of Mr. Emmanuel FABER's term
of office as Director, review of his end-of-term indemnity and
his obligation to retain shares;
•
review of Danone's variable compensation policy (and, more
specifically, regarding Group performance shares and Group
performance units, review of performance conditions and their
weighting);
•
review of the resolutions to be submitted to the Shareholders'
Meeting of April 28, 2016 concerning the individual compensation
for Mr. Franck RIBOUD and Mr. Emmanuel FABER (“say on pay”).
Concerning the different Committees
•
review of changes in the composition of the Nomination and
Compensation Committee with the proposal to appoint Mr. Lionel
ZINSOU-DERLIN as a member of this Committee to replace Mr.
Richard GOBLET D'ALVIELLA;