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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
261
(b) Improvement in growth in the Trading operating margin over a three-year period, i.e. for 2015, 2016 and 2017, on a like-for-like basis:
If the average growth in the Trading operating margin calculated over the three fiscal years (2015, 2016 and 2017) is
•
positive (i.e. greater than or equal to +1 basis point): the definitive grant will be 100%;
•
zero or negative: the definitive grant will be 0%.
Definitions
Average growth in Trading operating margin
Average growth in Trading operating margin on a like-for-like basis:
• in 2015 compared to 2014;
• in 2016 compared to 2015; and
• in 2017 compared to 2016.
Net sales
Danone's consolidated net sales, as defined by IFRS.
Trading operating margin
Trading operating income
Like-for-like change
Financial indicators not defined by IFRS used by Danone, the calculation of which is
indicated in the financial press releases published by the Company (see also section
3.6
Financial indicators not defined by IFRS
).
Other applicable rules
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.
(ii) Weighting of each performance criterion
For all beneficiaries, provided that the condition of continuous
employment at the Group is met (see hereafter), two-thirds of the
shares will be definitively granted subject to the achievement of the
performance condition related to sales growth, and the remaining
third will be granted subject to achievement of the performance
condition related to the Trading operating margin.
(iii) No exceptions to the application of performance conditions
100% of the Group performance shares granted under this plan are
subject to performance conditions.
(iv) Review of achievement of performance conditions for grants
made pursuant to the resolution approved on April 29, 2015 (2015
Group performance share plans)
Concerning growth in the Trading operating margin for fiscal years
2015, 2016 and 2017, fulfillment of this condition will be reviewed in
early 2018 after the closing of the 2017 accounts, it being stipulated
that, at its meeting on February 22, 2016, the Board of Directors
noted that growth in the Trading operating margin in 2015 relative
to 2014, on a like-for-like basis, was +17 basis points.
Concerning growth in sales between 2015 and 2017, fulfillment
of this condition will be determined in 2018, after the companies
in the Panel have published their sales figures.