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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
260
Group performance shares
Summary of authorizations by the Shareholders' Meeting
Shareholders' Meeting
authorizing the Group
performance shares
4/22/2010
4/26/2012
4/25/2013
4/29/2014
4/29/2015
Performance conditions
applied to Group performance
shares
Grants made in
2010 and 2011
Grants made in
2012
Grants made in
2013
Grants made in
2014
Grants made in
2015
Summary of performance conditions
Performance conditions for grants made in 2015
(i) Nature of performance conditions and quantifiable objectives for each performance criterion
(a) Comparison of the average growth in Danone's consolidated net sales (“CA”), on a like-for-like basis, with that of a reference panel
over a three-year period, i.e. 2015, 2016 and 2017:
•
if the Group's CA exceeds or is equal to the Median CA of the Panel, the definitive grant will be 100%; and
•
if the Group's CA is less than the Median CA of the Panel, the definitive grant will be 0%, in accordance with the “no payment below
the median” principle.
Definitions
Group CA
Average internal (“organic”) growth in net sales (on a consolidated and like-for-like
basis) in fiscal years 2015, 2016 and 2017.
Each Panel member's CA
Average internal (“organic”) growth in net sales generated (on a consolidated and
like-for-like basis) by the Panel member in fiscal years 2015, 2016 and 2017.
Panel CA
CAs of all Panel members.
Median CA of the Panel
Value of the Panel member's CA that divides the Panel CAs into two equal parts (i.e.
such that there are as many Panel members with a CA exceeding or equal to the Median
as Panel members with a value less than or equal to the Median), it being specified
that, if the Panel members are an even number, the Median CA of the Panel will be
equal to the average of the two middle values of the Panel CAs.
Panel
Eight leading international groups in the food and beverage sector: Unilever N.V., Nestlé
S.A., PepsiCo Inc., The Coca-Cola Company, The Kraft Heinz Company, Mondelez
International Inc., General Mills Inc. and Kellogg Company.
Other applicable rules
Ensure the consistency of the calculation
method for the CAs of all Panel members and
the CA of the Group over the entire period
under review
Restatements (mainly adjustments for changes in scope and/or exchange rates) may
be made only to the extent strictly necessary to ensure this consistency.
No publication or late publication of audited
accounting or financial data
Of a Panel member:
the Board of Directors may, exceptionally, exclude this Panel
member through a duly justified decision taken at a later date and mentioned in the
Board of Directors' report to the Shareholders' Meeting.
Of several Panel members:
the Board of Directors will make a duly justified decision
at a later date which is mentioned in the Board of Directors' report to the Shareholders'
Meeting, on the basis of the most recent audited financial statements published by the
Panel members and by the Company over the last three completed fiscal years for which
financial statements were published by all the Panel members and by the Company.
Panel member subject to acquisition,
absorption, dissolution, spin-off, merger or
change in its business
The Board of Directors may, through a duly justified decision taken at a later date and
mentioned in the Board of Directors' report to the Shareholders' Meeting, exclude this
Panel member, provided that it maintains the overall consistency of the peer group.
Recognition by the Board of Directors of
fulfillment of this performance condition
The Board of Directors must state whether this performance condition was met,
through a duly justified decision taken at a later date and mentioned in the Board of
Directors' report to the Shareholders' Meeting, following a recommendation by the
Nomination and Compensation Committee, and based on a report of a financial advisor.