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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.1 Governance bodies
231
Recommendations
Danone's practice and justification
Supplementarypensionplans(section23.2.6
of the AFEP-MEDEF Code)
“Supplementary defined benefit retirement plans
are subject to the condition that the beneficiary
must be a corporate officer or employee of the
company when claiming his or her retirement
benefits in accordance with the rules in force.”
The retirement plan set up in 1976 has been closed since 2003. Corporate officers' eligibility
for the retirement plan is subject to the condition that they are performing their duties
at Danone at the time of retirement. As an exception to this principle, in the sole case of
redundancy after the age of 55, the benefit derived from the plan will be maintained, pro-
vided that the employee does not take up paid employment. This last provision, consistent
with applicable French regulations, makes it possible to protect all beneficiaries against
the risk of redundancy after the age of 55 and before they have reached retirement age.
Independence criteria for directors (section
9.4 of the AFEP-MEDEF Code)
“The criteria to be reviewed by the Committee
and the Board in order for a director to qualify
as independent […] are the following: […]
–Not to have been a director of the corporation
for more than twelve years.”
On February 22, 2016, the Board of Directors, at the recommendation of the Nomination and
Compensation Committee, conducted its annual review of the independence of each of the
Directors based on the independence criteria defined by the rules of procedure in accor-
dance with the AFEP-MEDEF Code (see section
Board of Directors, Rules of procedure
above).
Concerning the independence criterion of the AFEP-MEDEF Code whereby holding a term
of office for more than 12 years is
ipso facto
sufficient to result in the loss of independence,
the Board observes that Danone's development strategy is based on a dual economic and
social project which gives it a unique culture. In this respect, the Board has reaffirmed on
many occasions the importance that it places on the Company's cultural factors in order to
assess the pertinence and feasibility of the projects submitted for its approval. It believes
that Danone's culture is a unique competitive advantage that benefits both the Group and
its shareholders. Along these lines, the Board has noted that many years of experience
as a Board member allows a better understanding of the cultural traits specific to the
Company and its mission and therefore helps to inform the Board's work and allows its
members to make critical and independent decisions while preserving Danone's identity
and culture over the long term. Based on these assessment criteria analyzed on a prac-
tical and regular basis, the Board of Directors believed that the 12-year criterion defined
by the AFEP-MEDEF Code, among five other criteria, was not in itself sufficient to cause
an independent director to lose his/her independence.
As of February 22, 2016, Danone's Board of Directors consists of 15 Directors, ten of whom
are considered independent, for an independence rate of 77%. As a reminder, in accordance
with the recommendations of the AFEP-MEDEF Code, the two Directors representing
employees are not included in the calculation of the independence rate.
Concerning Mr. Bruno BONNELL, the Board has observed that he consistently presents
himself as an independent thinker who expresses himself freely, which leads him to take
clear, constructive positions and provide specific and distinct viewpoints during Board
discussions. The Board noted that his positions have enriched its decisions and that the
independence of such decisions is an important value for Danone, within a Board of Directors
which has a majority of independent Directors as defined using the strictest application
of current standards.
Concerning Mr. Benoît POTIER, Chairman and Chief Executive Officer of one of the largest
companies in the CAC 40, the Board has observed his strong contribution to the Board's
discussions as well as his ability to think and express himself freely. Lastly, Mr. Benoît
POTIER demonstrates a remarkable independence of mind.
Presenceof aDirector representingemploy-
ees on the Nomination and Compensation
Committee (Section18.1 of theAFEP-MEDEF
Code)
“[…] It is recommended that an employee-director
be a member of the Committee”
During its review of the composition of the various Committees, the Board, in consultation
with the Directors representing employees, did not feel it was appropriate to appoint a
Director representing employees to the Nomination and Compensation Committee. However,
it decided to appoint Mrs. Marie-Anne JOURDAIN, Director representing employees, to the
Social Responsibility Committee, which is responsible for overseeing Danone's societal
project and, in particular, monitoring social, environmental and ethical issues. The Board
believed that her profile, experience and in-depth knowledge of Danone are valuable assets
for this Committee's work.
In addition, the Board noted the provisions of the AFEP-MEDEF Code, which recommends
the appointment of an employee-director to the committee in charge of compensation. In
any case, Danone's Nomination and Compensation Committee consists entirely of Directors
considered independent and carries out its work under the responsibility of the Board. The
work, recommendations and opinions of the Committee are the subject of detailed reports
and are discussed during Board meetings by all the Directors, including the Directors
representing employees.