DANONE - Registration document 2015

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DANONE REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
281
Outstanding Group performance share plans
Shareholders' Meeting authorizing
the GPS 4/22/2010 4/26/2012 4/25/2013 4/29/2014 4/29/2015
GPS authorized by the
Shareholders' Meeting 2,587,963 2,568,986 1,268,724 1,262,056 1,287,584
Of which GPS not granted 1,229,737 1,784,674 447,081 483,685 642,212
Date of Board of Directors' meeting
authorizing the GPS 7/26/2010 4/28/2011 7/26/2012 7/26/2013 7/24/2014 7/23/2015
Plans “3+2” and “4+0” “3+2” and “4+0” “3+2” and “4+0” “4+0” “4+0” “4+0”
Number of GPS granted 644,565 696,311 780,912 821,643 778,371 645,372
Group performance share characteristics for “3+2” plans
Share delivery date 7/27/2013 4/29/2014 7/27/2015 7/27/2017 7/25/2018 7/24/2019
Share retention period (a) 2 years 2 years 2 years – – –
• Average growth in consolidated
sales of 5% over two fiscal years;
• Average growth in free cash flow
of 10% over two fiscal years
• Growth in sales
greater than
or equal to the
median sales of
the Panel over
the 2012, 2013
and 2014 fiscal
years;
• Achievement
of a consolidated
free cash flow
averaging at
least €2 billion
per year over the
2012 and 2013
fiscal years
• Growth in sales
greater than
or equal to the
median sales of
the Panel over
the 2013, 2014
and 2015 fiscal
years;
• Achievement
of a Trading
operating margin
level for 2013
and 2014
• Growth in sales
greater than
or equal to the
median sales of
the Panel over
the 2014, 2015
and 2016 fiscal
years;
• Average
growth in
the Trading
operating margin
over the 2014,
2015 and 2016
fiscal years.
• Growth in sales
greater than
or equal to the
median sales of
the Panel over
the 2015, 2016
and 2017 fiscal
years;
• Improvement
in the Trading
operating margin
over the 2015,
2016 and 2017
fiscal years
Review to determine whether
performance conditions have
been achieved
Achievement for
both fiscal years
determined
by the Board
(average growth
in 2010 and 2011
(i) in consolidated
sales of 7.3%,
and (ii) in free
cash flow of
14.3%).
Achievement for
both fiscal years
determined
by the Board
(average growth
in 2011 and 2012
(i) in consolidated
sales of 6.6%,
and (ii) in free
cash flow of
11.7%).
Achievement
of the sales
criterion
(average growth
in 2012, 2013
and 2014 of 5%
and median of
the Panel of
3.6%) and non-
achievement of
the free cash
flow objective
noted by the
Board.
A review will
be conducted
by the Board
of Directors at
the end of the
first half of 2016
to determine
whether these
criteria were
achieved,
following the
recommendation
of the
Nomination and
Compensation
Committee.
A review will
be conducted
in 2017 by
the Board to
determine
whether these
criteria were
achieved.
A review will
be conducted
in 2018 by
the Board to
determine
whether these
criteria were
achieved.
Group performance shares granted to the corporate officers
Franck RIBOUD
Number of GPS 38,750 40,000 54,500 54,500 50,000 −
Value of GPS granted during the
year (b) 1,497,688 1,716,560 2,197,985 1,882,413 2,513,500 −
Number of void or canceled GPS (c) – – – – – −
Number of GPS that have become
available 38,750 40,000 27,250 − − −
Emmanuel FABER
Number of GPS 25,000 28,000 41,250 41,250 36,000 36,000
Value of GPS granted during the year (b) 966,250 1,201,592 1,663,613 1,424,775 1,809,720 2,034,360
Number of void or canceled GPS (c) – – – – – –
Number of GPS that have become
available 25,000 28,000 20,625 − − −
(a) The retention period starts from the delivery date. In addition, these shares are subject to a retention obligation, described in section Compensation and
benefits paid to the corporate officers and governance bodies related to theObligationtoretainCompanysharesresultingfromgrantsofGroupperformanceshares.
(b) For fiscal years 2010, 2011, 2012, 2014 and 2015, the accounting value of GPS represented the full value estimated as of the grant date in accordance with IFRS
2 on the assumption that the performance conditions have been satisfied (see details above andNote 7.4 of the Notes to the consolidated financial statements).
For fiscal year 2013, the amount indicated reflects the non-achievement of the performance condition relating to the margin, i.e. a reduction of one-third of
the value of the Group performance shares granted in July 2013.
(c) The notion of void or canceled Group performance shares covers the cases where the continuous employment condition was not satisfied and does not include
the Group performance shares that were not granted because of the non-achievement of performance conditions.